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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D C. 20549
 FORM 10-Q
 þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 For the quarterly period ended June 30, 2009
 or
 o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF
1934
 For the transition period from  to
 Commission file number 001-33746
 TM ENTERTAINMENT AND MEDIA, INC.
  Delaware
    
    20-8951489(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)307 East 87th Street, New York, NY
    
    10128(Address of principal executive offices)
    
    (Zip Code)Registrants telephone number, including area code: (212) 289-6942
 (Former name, former address and former fiscal year, if changed since last report)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 þ o




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TABLE OF CONTENTS
 PART I FINANCIAL INFORMATION
    
    
    1ITEM 1. FINANCIAL STATEMENTS
    
    
    1ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    17ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    28ITEM 4T. CONTROLS AND PROCEDURES
    
    
    28PART II OTHER INFORMATION
    
    
    29ITEM 1: LEGAL PROCEEDINGS
    
    
    29ITEM 1A: RISK FACTORS
    
    
    29ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    29ITEM 3: DEFAULTS UPON SENIOR SECURITIES
    
    
    29ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    29ITEM 5: OTHER INFORMATION
    
    
    29ITEM 6: EXHIBITS
    
    
    29Exhibit 31.1Exhibit 31.2Exhibit 32.1




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PART I
 FINANCIAL INFORMATION
 
 ITEM 1.
    
    FINANCIAL STATEMENTS
 TM ENTERTAINMENT AND MEDIA, INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
 Condensed Balance Sheets
 June 30, 2009
    
    
    December 31, 2008(unaudited)ASSETSCurrent assets:Cash
    
    $
    13,089
    
    
    $
    159,689Cash held in trust available for taxes
    
    
    
    
    
    
    15,770Prepaid expenses
    
    
    37,184
    
    
    
    89,776Total current assets
    
    
    50,273
    
    
    
    265,235Cash held in trust  restricted
    
    
    81,134,675
    
    
    
    81,119,299Total assets
    
    $
    81,184,948
    
    
    $
    81,384,534LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Note payable
    
    $
    200,000
    
    
    $
    Accounts payable and accrued liabilities
(including related parties of $86,679 and $46,350
respectively)
    
    
    896,183
    
    
    
    414,563Total current liabilities
    
    
    1,096,183
    
    
    
    414,563Deferred underwriting fee
    
    
    3,281,600
    
    
    
    3,281,600Total liabilities
    
    
    4,377,783
    
    
    
    3,696,163Commitments and contingenciesCommon stock, subject to possible
conversion of 3,075,475 shares
    
    
    24,285,542
    
    
    
    24,285,542Interest income attributable to common stock,
subject to possible conversion (net of taxes of
$0 and $4,731 respectively)
    
    
    46,747
    
    
    
    42,136Stockholders equity:Preferred stock  1,000,000 shares authorized,
$.001 par value, none issued and outstanding
    
    
    
    
    
    
    Common stock  40,000,000 authorized, $.001 par
value, 12,505,000 issued and outstanding
(which includes 3,075,475 shares subject to
possible conversion)
    
    
    12,505
    
    
    
    12,505Additional paid-in capital
    
    
    53,575,335
    
    
    
    53,575,335(Deficit) accumulated during the development stage
    
    
    (1,112,964
    )
    
    
    (227,147
    )Total stockholders equity
    
    
    52,474,876
    
    
    
    53,360,693Total liabilities and stockholders equity
    
    $
    81,184,948
    
    
    $
    81,384,534
   1




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TM ENTERTAINMENT AND MEDIA, INC.  (A CORPORATION IN THE DEVELOPMENT STAGE)
 Condensed Statements of Operations
 (unaudited)
 For theFor the
    
    
    For the
    
    
    For the
    
    
    For the
    
    
    Period fromThree Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six Months
    
    
    May 1, 2007Ended
    
    
    Ended
    
    
    Ended
    
    
    Ended
    
    
    (inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Formation and operating expenses
    
    $
    (617,314
    )
    
    $
    (667,647
    )
    
    $
    1,025,705
    )
    
    $
    1,520,696
    )
    
    $
    (3,315,087
    )Interest expense
    
    
    (3,201
    )
    
    
    
    
    
    
    (3,201
    )
    
    
    
    
    
    
    (5,865
    )Interest income
    
    
    47,415
    
    
    
    336,128
    
    
    
    147,700
    
    
    
    806,098
    
    
    
    2,254,735(Loss) before Taxes
    
    
    (573,100
    )
    
    
    (331,519
    )
    
    
    (881,206
    )
    
    
    (714,598
    )
    
    
    (1,066,217
    )Income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net (loss)
    
    
    (573,100
    )
    
    
    (331,519
    )
    
    
    (881,206
    )
    
    
    (714,598
    )
    
    
    (1,066,217
    )Less: interest attributable to
common stock subject to possible
conversion
(net of taxes of $0, $0, $0, $0 and $0
respectively)
    
    
    3,373
    
    
    
    
    
    
    
    (4,611
    )
    
    
    
    
    
    
    (46,747
    )Net (loss) attributable to common
stock not subject to possible
conversion
    
    $
    (569,727
    )
    
    $
    (331,519
    )
    
    $
    (885,817
    )
    
    $
    (714,598
    )
    
    $
    (1,112,964
    )Net loss per share:Basic
    
    $
    (0.05
    )
    
    $
    (0.03
    )
    
    $
    (0.07
    )
    
    $
    (0.06
    )Diluted
    
    $
    (0.05
    )
    
    $
    (0.03
    )
    
    $
    (0.07
    )
    
    $
    (0.06
    )Weighted average shares outstanding:Basic
    
    
    12,505,000
    
    
    
    12,505,000
    
    
    
    12,505,000
    
    
    
    12,505,000Diluted  Pro-forma
    
    
    12,505,000
    
    
    
    12,505,000
    
    
    
    12,505,000
    
    
    
    12,505,000Weighted average shares outstanding
subject to possible conversion
    
    
    3,075,475
    
    
    
    3,075,475
    
    
    
    3,075,475
    
    
    
    3,075,475Net (loss) per share attributable
to common stock not subject to
possible conversion:Basic
    
    $
    (0.06
    )
    
    $
    (0.04
    )
    
    $
    (0.09
    )
    
    $
    (0.08
    )Diluted  Pro-forma
    
    $
    (0.06
    )
    
    $
    (0.04
    )
    
    $
    (0.09
    )
    
    $
    (0.08
    )
   2




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TM
ENTERTAINMENT AND MEDIA, INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
 Condensed Statement of Stockholders Equity
 For the Period from May 1, 2007 (inception) to June 30, 2009(Deficit)RetainedEarningsAccumulatedCommon
    
    
    Common
    
    
    Additional
    
    
    DuringStock
    
    
    Stock
    
    
    Paid-In
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    EquityIssuance of common stock to initial
stockholders on May 1, 2007 at
$.011 per share
    
    
    2,250,000
    
    
    $
    2,250
    
    
    $
    22,750
    
    
    
    
    
    
    $
    25,000Sale of Private Placement Warrants
    
    
    
    
    
    
    
    
    
    
    2,100,000
    
    
    
    
    
    
    
    2,100,000Sale of 10,255,000 units through
public offering
(net of underwriters discount and
offering expenses)Including 3,075,475 shares subject
to possible conversion
    
    
    10,255,000
    
    
    
    10,255
    
    
    
    75,738,027
    
    
    
    
    
    
    
    75,748,282Proceeds from sale of underwriters
purchase option
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    100Proceeds subject to possible
conversion
    
    
    
    
    
    
    
    
    
    
    (24,285,542
    )
    
    
    
    
    
    
    (24,285,542
    )Net Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    190,096
    
    
    
    190,096Balance at December 31, 2007
    
    
    12,505,000
    
    
    
    12,505
    
    
    
    53,575,335
    
    
    
    190,096
    
    
    
    53,777,936Accretion of trust fund relating to
common stock subject to possible
conversion
( net of taxes of $4,731)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (42,136
    )
    
    
    (42,136
    )Net loss for the year ended
December 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (375,107
    )
    
    
    (375,107
    )Balance at December 31, 2008
    
    
    12,505,000
    
    
    
    12,505
    
    
    
    53,575,335
    
    
    
    (227,147
    )
    
    
    53,360,693Accretion of trust fund relating to
common stock subject to possible
conversion
( net of taxes of $0)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,611
    )
    
    
    (4,611
    )Net loss for the six months ended
June 30, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (881,206
    )
    
    
    (881,206
    )Balance at June 30, 2009 (unaudited)
    
    
    12,505,000
    
    
    $
    12,505
    
    
    $
    53,575,335
    
    
    $
    (1,112,964
    )
    
    $
    52,474,876
   3




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TM ENTERTAINMENT AND MEDIA, INC.
(A CORPORATION IN THE DEVELOPMENT STAGE)
 Condensed Statements of Cash Flows
 For the
    
    
    For the
    
    
    For the Period fromSix Months Ended
    
    
    Six Months Ended
    
    
    May 1, 2007 (inception) toJune 30, 2009
    
    
    June 30, 2008
    
    
    June 30, 2009Cash flows from operating activities:Net (loss)
    
    $
    (881,206
    )
    
    $
    (714,598
    )
    
    $
    (1,066,217
    )Decrease (increase) in prepaid expenses
    
    
    52,592
    
    
    
    36,381
    
    
    
    (37,184
    )Increase in accounts payable and
accrued liabilities
    
    
    481,620
    
    
    
    376,473
    
    
    
    896,183Net cash
used in operating activities
    
    
    (346,994
    )
    
    
    (301,744
    )
    
    
    (207,218
    )Cash flows from investing activities:Cash placed in Trust
    
    
    (15,376
    )
    
    
    
    
    
    
    (81,134,675
    )Net cash used in investing activities
    
    
    (15,376
    )
    
    
    
    
    
    
    (81,134,675
    )Cash flows from financing activities:Proceeds from sale of shares of common
stock to Initial Stockholders
    
    
    
    
    
    
    
    
    
    
    25,000Proceeds from sale of units to public
    
    
    
    
    
    
    
    
    
    
    82,040,000Proceeds from private placement of
warrants
    
    
    
    
    
    
    
    
    
    
    2,100,000Proceeds from note payable to Initial
Stockholder
    
    
    200,000
    
    
    
    
    
    
    
    300,000Repayment of note payable to Initial
Stockholder
    
    
    
    
    
    
    
    
    
    
    (100,000
    )Proceeds from sale of underwriters
purchase option
    
    
    
    
    
    
    
    
    
    
    100Payment of deferred offering costs
    
    
    
    
    
    
    
    
    
    
    (3,010,118
    )Net cash
provided by financing activities
    
    
    200,000
    
    
    
    
    
    
    
    81,354,982Net (decrease) increase in cash
    
    
    (162,370
    )
    
    
    (301,744
    )
    
    
    13,089Cash at beginning of period
    
    
    175,459
    
    
    
    465,373
    
    
    
    Cash at end of period
    
    $
    13,089
    
    
    $
    163,629
    
    
    $
    13,089Supplemental disclosure of non cash
financing activitiesAccrual of deferred underwriting fee
    
    $
    
    
    
    $
    
    
    
    $
    3,281,600
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June 30, 2009
    
    
    December 31, 2008(unaudited)Deferred tax benefit
    
    $
    1,470,000
    
    
    $
    1,020,000Less: valuation allowance
    
    
    ( 1,470,000
    )
    
    
    (1,020,000
    )Total
    
    $
    
    
    
    $
    
  14




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Year
    
    Net Income (RMB)
    
    
    Net Income (US$)1
    
    
    Shares2009
    
    287.0 million
    
    $42.0 million
    
    1.0 million2010
    
    570.0 million
    
    $83.5 million
    
    7.0 million2011
    
    889.0 million
    
    $130.2 million
    
    7.0 million
 (1)
    
    Based on exchange rate of 6.83 RMB/USD.       16




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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Forward Looking Statements
  
    
    Ability to complete a combination with one or more target businesses;
    
    Success in retaining or recruiting, or changes required in, our management or
directors following a business combination;
    
    Potential inability to obtain additional financing to complete a business combination;
    
    Limited pool of prospective target businesses;
    
    Potential change in control if we acquire one of more target businesses for stock;
    
    Public securities limited liquidity and trading;
    
    The delisting of our securities from the American Stock Exchange or an
inability to have our securities listed on the American Stock Exchange following a
business combination;
    
    Use of proceeds not in trust or available to us from interest income on the
trust account of the Company (Trust Account) balance; or
    
    Financial performance.
  17




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Overview
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Year
    
    Net Income (RMB)
    
    
    Net Income (US$)1
    
    
    Shares2009
    
    287.0 million
    
    $42.0 million
    
    1.0 million2010
    
    570.0 million
    
    $83.5 million
    
    7.0 million2011
    
    889.0 million
    
    $130.2 million
    
    7.0 million
 (1)
    
    Based on exchange rate of 6.83 RMB/USD.      21




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Liquidity and Capital Resources
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Going Concern
    23




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Results of Operations
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Off-Balance Sheet Arrangements
  Contractual Obligations
  Critical Accounting Estimates
   Recently Adopted Accounting Pronouncements
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ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4T.
    
    CONTROLS AND PROCEDURES.
 Effectiveness of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
    28




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PART II
 OTHER INFORMATION
 
 ITEM 1:
    
    LEGAL PROCEEDINGS
  
 ITEM 1A:
    
    RISK FACTORS
  
 ITEM 2:
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 ITEM 3:
    
    DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4:
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5:
    
    OTHER INFORMATION
  
 ITEM 6:
    
    EXHIBITS
 (a)
    
    Exhibits:
 31.1
    
    Certification by Co-Chief Executive Officer and Interim Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 31.2
    
    Certification by Co-Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
 32.1
    
    Certification by Co-Chief Executive Officers and Interim Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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SIGNATURES
  Dated: August 14, 2009TM ENTERTAINMENT AND MEDIA, INC.By:
    
    /s/ Theodore S. GreenName: Theodore S. GreenTitle: Chairman, Co-Chief Executive Officer andInterim Chief Financial Officer
  30




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description31.1
    
    
    Certification by Co-Chief Executive Officer and Interim Chief Financial Officer
pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification by Co-Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley
Act of 2002.32.1
    
    
    Certification by Co-Chief Executive Officers and Interim Chief Financial
Officer pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
  31