UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549  FORM 10-Q  RQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the quarterly period ended June 30, 2008OR£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 1-33736  Enterprise Acquisition Corp. (Exact name of registrant as specified in its charter)  Delaware33-1171386(State or other jurisdiction of
incorporation or organization)(I.R.S.  Employer Identification No.)6800 Broken Sound ParkwayBoca Raton, Florida33487(Address of principal executive offices)(Zip code)
  (561) 988-1700 (Registrants telephone number, including area code)  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes R      No  ̈  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of "larger accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer  ̈      Accelerated filer  ̈      Non-accelerated filer R      Smaller reporting company  ̈  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes R      No £  At August 14, 2008, 31,250,000 shares of the registrants common stock were issued and outstanding.    TABLE OF CONTENTS PagePART I.FINANCIAL INFORMATION2ITEM 1.CONDENSED FINANCIAL STATEMENTS2CONDENSED BALANCE SHEETS AS OF JUNE 30, 2008 (UNAUDITED) AND DECEMBER 31, 20072CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008 (UNAUDITED) AND THE PERIOD FROM JULY 9, 2007 (INCEPTION) THROUGH JUNE 30, 2008 (UNAUDITED)4CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY FOR THE PERIOD FROM JULY 9, 2007 (INCEPTION) THROUGH JUNE 30, 2008 (UNAUDITED)5CONDENSED STATEMENTS OF CASH FLOWS FOR SIX MONTHS ENDED JUNE 30, 2008 (UNAUDITED) AND FOR THE PERIOD FROM JULY 9, 2007 (INCEPTION) THROUGH JUNE 30, 2008 (UNAUDITED)6NOTES TO CONDENSED FINANCIAL STATEMENTS  (UNAUDITED)7ITEM 2.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS14ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK17ITEM 4.CONTROLS AND PROCEDURES17PART II.OTHER INFORMATION18ITEM 1.LEGAL PROCEEDINGS18ITEM 1A.RISK FACTORS18ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS18ITEM 3.DEFAULTS UPON SENIOR SECURITIES18ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS18ITEM 5.OTHER INFORMATION18ITEM 6.EXHIBITS18SIGNATURES20    1


ENTERPRISE ACQUISITION CORP.
(a corporation in the development stage)  PART I FINANCIAL INFORMATION ITEM 1  CONDENSED FINANCIAL STATEMENTS  Condensed Balance Sheets June 30,
2008December 31,
2007Assets(unaudited)Current Assets:Cash$40,141$33,381Prepaid expenses100,160137,656Deferred acquisition costs993,173-Total current assets1,133,474171,037Cash held in trust249,789,486249,029,380Total assets$250,922,960$249,200,417Liabilities and Stockholders EquityCurrent Liabilities:Accounts payable$415,296$21,990Accrued offering costs-35,000Accrued expenses5,02015,000Income tax payable10,046526,662Franchise tax payable16,91380,000Deferred underwriters fee, payment deferred until
consummation of a business combination8,375,0008,375,000Total current liabilities8,822,2759,053,652Common stock subject to possible redemption
(7,499,999 - shares at an estimated $9.90 redemption value) (Note 1)74,249,99074,249,990Interest income attributable to common stock subject to possible conversion (net of income taxes of $138,780 at June 30, 2008)197,248-Commitments and contingencies (Notes 4 and 5)--Stockholders Equity:Preferred Stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding--Common Stock, $0.0001 par value, 100,000,000 shares authorized; 31,250,000 shares issued and outstanding (which includes 7,499,999 shares subject to possible conversion (Note 1))3,1253,125Additional paid-in capital165,026,335165,026,335Earnings accumulated during the development stage2,623,987867,315Total stockholders equity167,653,447165,896,775Total liabilities and stockholders equity$250,922,960$249,200,417    (See accompanying notes to financial statements)  2


ENTERPRISE ACQUISITION CORP.
(a corporation in the development stage)  Condensed Statements of Operations
(unaudited) Three months
ended
June 30, 2008Six months
ended
June 30, 2008July 9, 2007
(inception)
through
June 30, 2008Formation and operating costs$136,718$322,720$485,995Net loss from operations(136,718)(322,720)(485,995)Other income  interest1,425,9833,650,3905,302,642Income before taxes1,289,2653,327,6704,816,647Provision for income taxes(535,000)(1,373,750)(1,995,412)Net income754,2651,953,9202,821,235Less: Interest attributable to common stock subject to possible conversion (net of income taxes of $138,780)(197,248)(197,248)(197,248)Net income attributable to common stock not subject to possible conversion$557,017$1,756,672$2,623,987Maximum number of shares subject to possible conversion:Weighted average shares outstanding subject to possible conversion7,499,9997,499,999Income per shares amount (basic and diluted)$.03$.03Weighted average shares outstanding not subject to conversion:Basic and diluted23,750,00123,750,001Pro forma diluted29,755,43629,697,713Net income per shareBasic and diluted$.02$.07Pro forma diluted$.02$.06   (See accompanying notes to financial statements)  3


ENTERPRISE ACQUISITION CORP.
(a corporation in the development stage)  Condensed Statement of Stockholders' Equity For the period from July 9, 2007 (inception) to June 30, 2008 Common StockAdditional Paid-In CapitalEarnings Accumulated During the Development StageStockholders EquitySharesAmountBalance July 9, 2007 (inception)-$-$-$-$-Common shares issued to founders7,187,50071924,281-25,000at $.03 per share (includes 937,500subject to forfeiture)Proceeds from sale of 7,500,000 warrants at $1.00 each--7,500,000-7,500,000Sale of 25,000,000 Units through public offering at $10.00 per unit, net of underwriters discount and offering expenses  (which includes 7,499,999 shares subject to possible redemption)25,000,0002,500231,751,950-231,754,450Less: Proceeds applicable to 7,499,999 shares of common stock subject to possible redemption--(74,249,990)-(74,249,990)Forfeiture of 937,500 shares by founders(937,500)(94)94--Net income---867,315867,315Balance at December 31, 200731,250,000$3,125$165,026,335$867,315$165,896,775Accretion of trust account relating to common stock subject to possible conversion---(197,248)(197,248)Net income---1,953,9201,953,920Balance at June 30, 2008 (unaudited)31,250,000$3,125$165,026,335$2,623,987$167,653,447    (See accompanying notes to financial statements)  4


ENTERPRISE ACQUISITION CORP.
(a corporation in the development stage)  Condensed Statements of Cash Flows
(unaudited) Six months
ended
June 30, 2008July 9, 2007 (inception) through
June 30, 2008Cash flows from operating activities:Net income$1,953,920$2,821,235Adjustments to reconcile net income to net cash provided by operating activities:Changes in:Prepaid expenses37,496(100,160)Deferred acquisition costs(993,173)(993,173)Accounts payable393,306415,296Accrued expenses(9,980)5,020Income tax payable(516,616)10,046Franchise tax payable(63,087)16,913Net cash provided by operating activities801,8662,175,177Cash flows from investing activities:Cash held in trust account-(247,575,000)Investment income in trust account, net of expenses and taxes(760,106)(2,214,486)Net cash used in investing activities(760,106)(249,789,486)Cash flows from financing activities:Proceeds from note payable to related party-350,000Proceeds from issuance of securities to initial stockholders-25,000Proceeds from public offering-250,000,000Proceeds from issuance of insider warrants-7,500,000Repayment of note payable to related party-(350,000)Payment of costs associated with Offering(35,000)(9,870,550)Net cash provided by (used in) financing activities(35,000)247,654,450   (See accompanying notes to financial statements)  5


ENTERPRISE ACQUISITION CORP.
(a corporation in the development stage)  Condensed Statement of Cash Flows
(unaudited)  Six months
ended
June 30, 2008July 9, 2007 (inception) through
June 30, 2008Net increase in cash6,76040,141Cash beginning of period33,381-Cash end of period$40,141$40,141Supplemental disclosure of cash flow information:Cash paid for income taxes$1,363,750$1,985,366Supplemental disclosures of non-cash financing activities:Accrual of deferred underwriters fees$-$8,375,000    (See accompanying notes to financial statements)  6


ENTERPRISE ACQUISITION CORP.
(a corporation in the development stage)  NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2008 (UNAUDITED) Note 1  Organization and Nature of Business Operations Enterprise Acquisition Corp. (a corporation in the development stage) (the "Company") was incorporated in Delaware on July 9, 2007. The Company was formed to acquire through a merger, stock exchange, asset acquisition or similar business combination a currently unidentified operating business or businesses. The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) No. 7, "Accounting and Reporting By Development Stage Enterprises," and is subject to the risks associated with activities of development stage companies. The unaudited condensed financial statements included herein have been prepared from the books and records of the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC) for reporting on Form 10-Q.  The information and note disclosures normally included in complete financial statements prepared in accordance with generally accepted accounting principles in the United States (GAAP) have been condensed or omitted pursuant to such rules and regulations.  The interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Companys Annual Report on Form 10-K for the year ended December 31, 2007.  In the opinion of management, the accompanying financial statements contain all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position of the Company as of June 30, 2008 and December 31, 2007, and the results of operations for the three months ended June 30, 2008, the six months ended June 30, 2008 and the period from inception (July 9, 2007) through June 30, 2008, and stockholders equity and cash flows for the six months ended June 30, 2008 and the period from inception (July 9, 2007) through June 30, 2008.  Because the Company is in the development stage and looking at targets for a potential business combination, operating results for the Company on a quarterly basis may not be indicative of operating results for the full year. At June 30, 2008, the Company had not commenced any operations. All activity through June 30, 2008 relates to the Companys formation, initial public offering (the Offering described below) and efforts to identify potential Target Businesses (as described below). The Company will not generate any operating revenues until after completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents. The Company has selected December 31 as its fiscal year end. The registration statement for the Offering was declared effective November 7, 2007.  The company consummated the Offering on November 14, 2007.  The Company's management has broad discretion with respect to the specific application of the net proceeds of this Offering, although substantially all of the net proceeds of this Offering are intended to be generally applied toward consummating a business combination with (or acquisition of) a Target Business ("Business Combination").  As used herein, "Target Business" shall mean one or more businesses that at the time of the Companys initial Business Combination has a fair market value of at least 80% of the Companys net assets (all of the Companys assets, including the funds then held in the trust account, less the Companys liabilities (excluding deferred underwriting discounts and commissions of approximately $8.375 million). Furthermore, there is no assurance that the Company will be able to successfully affect a Business Combination. The Company's efforts in identifying a prospective Target Business will not be limited to particular companies; however the Companys management team has extensive experience in the media and entertainment, technology, consumer products, telecommunications, and real estate development industries and may consider acquisitions in these sectors. Upon the closing of the Offering, $247,575,000 was placed in a trust account invested until the earlier of (i) the consummation of the Companys first Business Combination or (ii) the liquidation of the Company.  The amount placed in the trust account consisted of the proceeds of this Offering and the issuance of the Insider Warrants (as defined in Note 4) as well as $8,375,000 of deferred underwriting discounts and commissions that will be released to the underwriters on completion of a Business Combination.  The amount held in the trust account is invested in United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended ("Investment Company Act"), having a maturity of 180 days or less, or in money market funds selected by the Company meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. The remaining proceeds outside of the trust account may be used to pay for business, legal and accounting due diligence on prospective acquisitions, continuing general and administrative expenses and income taxes.  In addition, up to $2,450,000 of the interest earned on the funds held in the trust account may be released to fund expenses related to investigating and selecting a target business and other working capital requirements, plus any amounts the Company may need to pay its tax obligations. The Company will seek stockholder approval before it will affect any Business Combination, even if the Business Combination would not ordinarily require stockholder approval under applicable state law. In connection with the stockholder vote required to approve any Business Combination, all of the Companys initial stockholders, including its officers and directors who own any of the initial  7





shares (Initial Stockholders), have agreed to vote the shares of common stock owned by them immediately before the Offering in accordance with the majority of the shares of common stock voted by the Public Stockholders. Public Stockholders is defined as the then-holders of common stock sold as part of the Units in the Offering or in the aftermarket. The Company will proceed with a Business Combination only if a majority of the shares of common stock voted by the Public Stockholders are voted in favor of the Business Combination and Public Stockholders owning less than 30% of the shares sold in the Public Offering both exercise their conversion rights and vote against the Business Combination. If a majority of the shares of common stock voted by the Public Stockholders are not voted in favor of a proposed initial Business Combination but 24 months has not yet passed since closing of the Offering the Company may combine with another Target Business meeting the fair market value criterion described above. Public Stockholders voting against a Business Combination will be entitled to convert their stock into a pro rata share of the total amount on deposit in the trust account, before payment of deferred underwriting discounts and commissions and including any interest earned on their portion of the trust account, net of income taxes payable thereon, but less any interest that has been released to the Company for payment of working capital requirements, if a Business Combination is approved and completed. The Companys Certificate of Incorporation was amended prior to the Offering to provide that the Company will continue in existence only until November 7, 2009.  If the Company has not completed a Business Combination by such date, its corporate existence will cease except for the purposes of winding up its affairs and it will liquidate. In the event of liquidation, it is possible that the per share value of the residual assets remaining available for distribution (including trust account assets) will be less than the initial public offering price per share in the Offering (assuming no value is attributed to the Warrants contained in the Units to be offered in the Offering discussed in Note 3). Note 2  Summary of Significant Accounting Policies Basis of presentation The financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP). Cash and cash equivalents The Company considers all highly liquid investments with maturities of three months or less upon acquisition to be cash equivalents. Deferred Acquisition Costs As of June 30, 2008, the Company has accumulated approximately $993,000 in deferred costs related to a potential merger with a business target.  These costs will be capitalized contingent upon the completion of the Business Combination following the required approval by the Companys stockholders and the fulfillment of certain other conditions.  If the acquisition is not completed, or completed after December 15, 2008 or is treated as a recapitalization or reverse merger for accounting purposes, these costs will be recorded as an expense.  Deferred acquisition costs consist primarily of approximately $682,000 for legal services, $200,000 for fairness opinion services directly associated with the negotiation and execution of a merger agreement and $111,000 for other professional services and related costs. Common Stock Subject to Possible Conversion Common stock subject to possible conversion represents the portion of the proceeds from the Offering placed in trust equal to one share less than 30% of the shares issued in the Offering multiplied by the initial estimated redemption value of $9.90.  Interest earned on the trust, net of income tax, in excess of the $2,450,000 which may be released to the Company for due diligence and other working capital requirements (see Note 1) will be allocated pro rata to the common stock subject to possible conversion.   The pro rata portion of the Trust balance is payable to Public Stockholders (see Note 1) who vote against a business combination and elect conversion.   During the quarter ended June 30, 2008, the Company earned sufficient interest on a cumulative basis to begin accreting interest income to the common stock subject to possible conversion.  Accordingly, the Company accreted $197,248 of interest, net of taxes, to the common stock subject to possible conversion for the three months ended June 30, 2008. Concentration of Credit Risk Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. The Company may maintain deposits in federally insured financial institutions in excess of federally insured limits. However, management  8





believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Fair Value of Financial Instruments The fair values of the Company's assets and liabilities that qualify as financial instruments approximate their carrying amounts presented in the accompanying balance sheet. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. Net Income per Common Share Net income per share is computed by dividing net income by the weighted average number of common shares outstanding for the period.  Diluted net income per share is computed similar to basic net income per share, but includes the dilutive effect of shares issued pursuant to the Companys outstanding warrants which are exercisable on the later of (i) the completion of a business combination or (ii) fifteen months after consummation of the Companys initial public offering. Earnings per Common Share (i) Basic earnings per common share for all periods is computed by dividing the pro forma earnings applicable to common stockholders by the weighted average number of common shares outstanding for the period.  Warrants issued by the Company in the offering and sponsor warrants are contingently exercisable upon consummation of a business combination.  Hence these are presented in the pro forma diluted earnings per share.  Pro forma diluted income per share reflects the potential dilution assuming common shares were issued upon the exercise of outstanding in the money warrants and the proceeds thereof were used to purchase common shares at the average market price during the period. (ii) The Company's statements of operations include a presentation of earnings per share for common stock subject to possible conversion in a manner similar to the two-class method of earnings per share.  Basic and diluted net income per share amount for the maximum number of shares subject to possible conversion is calculated by dividing the net interest income attributable to common shares subject to conversion ($197,248 for both the three and six months ended June 30, 2008) by the weighted average number of shares subject to possible conversion.  Basic, diluted and pro forma diluted net income per share amount for the shares outstanding not subject to possible conversion is calculated by dividing the net income exclusive of the net interest income attributable to common shares subject to conversion by the weighted average number of shares not subject to possible conversion. At June 30, 2008, the Company had outstanding warrants to purchase 32,500,000 shares of common stock. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company complies with the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109 (FIN 48), which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. A tax benefit from an uncertain position may be recognized only if it is more likely than not that the position is sustainable based on its technical merits.  The Company filed its first tax return for the short year ended December 31, 2007.  Management has not taken and does not plan on taking any uncertain tax positions when filing the Companys tax returns and consequently the Company has not recognized any liabilities under FIN 48. The Company will recognize interest and penalties related to uncertain tax positions as an operating expense in its statement of operations.  9





Deferred income taxes are provided for the differences between the bases of assets and liabilities for financial reporting and income tax purposes.  A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Impact of Recently Adopted Accounting Pronouncements Fair Value Measurements The fair values of the Companys financial instruments reflect the estimate of amounts that would be received from selling an asset in an orderly transaction between market participants at the measurement date.  The fair value estimates presented in this report are based on information available to the Company as of June 30, 2008 and December 31, 2007. In accordance with Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), the Company applies a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value.  The three levels are the following: ·Level 1  Quoted prices in active markets for identical assets or liabilities. ·Level 2  Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ·Level 3  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair values of the cash and investments held in trust accounts were estimated using Level 1 inputs and approximate carrying value because of their nature and respective durations. Recently Issued Accounting Pronouncements, Not Yet Effective Business Combinations  In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141(R)).  SFAS 141(R) expands the definition of transactions and events that qualify as business combinations; requires that the entire enterprise, not just the acquired assets and liabilities, including contingencies be recorded at the fair value determined on the acquisition date and changes thereafter reflected in revenue, not goodwill; changes the recognition timing for restructuring costs; and requires acquisition costs to be expensed as incurred.  Adoption of SFAS 141(R) is required for combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.  Early adoption and retroactive application of SFAS 141(R) to fiscal years preceding the effective date are not permitted.  The Company will evaluate the impact of SFAS 141(R) on the financial statements should it complete a business combination after December 15, 2008. Noncontrolling Interest in Consolidated Financial Statements  In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interest in Consolidated Financial Statements (SFAS 160).  SFAS 160 re-characterizes minority interests in consolidated subsidiaries as non-controlling interests and requires the classification of minority interest as a component of equity.  Under SFAS 160, a change in control will be measured at fair value, with any gain or loss recognized in earnings.  The effective date for SFAS 160 is for annual periods beginning on or after December 15, 2008.  Early adoption and retroactive application of SFAS 160 to fiscal years preceding the effective date are not permitted.  The Company will evaluate the impact of SFAS 160 on the financial statements should it complete a business acquisition within its required timeframe (prior to November 7, 2009). Disclosures about Derivative Instruments and Hedging Activities- In March 2008, the FASB issued SFAS No. 161 (SFAS 161), Disclosures about Derivative Instruments and Hedging Activitiesan amendment of FASB Statement No.133, Accounting for Derivative Instruments and Hedging Activities(SFAS No. 133).SFAS No. 161 requires companies to provide enhanced disclosures regarding derivative instruments and hedging activities in order to better convey the purpose of derivative use in terms of risk management. Disclosures about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations, and (iii) how derivative instruments and related hedged items affect a company's financial position, financial performance, and cash flows, are required. This Statement retains the same scope as SFAS No. 133 and is effective for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating the impact, if any, that the adoption of SFAS No. 161 will have on its consolidated financial position and results of operations.  10





The Hierarchy of Generally Accepted Accounting Principles- In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, (SFAS 162). SFAS 162 sets forth the sources of accounting principles and the framework, or hierarchy, for selecting principles to be used in financial statement preparation. Prior to the issuance of SFAS 162, the GAAP hierarchy was defined in the American Institute of Certified Public Accountants Statement on Auditing Standards No. 69, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. SFAS 162 will be effective following approval by the Securities and Exchange Commission (SEC). The FASB does not expect the issuance of SFAS 162 to result in a change in current practice. Accounting for Collaborative Arrangements Related to the Development and Commercialization of Intellectual Property -In December 2007, the FASB ratified EITF Issue No. 07-1, Accounting for Collaborative Arrangements Related to the Development and Commercialization of Intellectual Property. The EITF concluded that a collaborative arrangement is one in which the participants are actively involved and are exposed to significant risks and rewards that depend on the ultimate commercial success of the endeavor. Revenues and costs incurred with third parties in connection with collaborative arrangements would be presented gross or net based on the criteria in EITF Issue No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent, and other accounting literature. Payments to or from collaborators would be evaluated and presented based on the nature of the arrangement and its terms, the nature of the entitys business, and whether those payments are within the scope of other accounting literature. The nature and purpose of collaborative arrangements are to be disclosed along with the accounting policies and the classification and amounts of significant financial statement amounts related to the arrangements. Activities in the arrangement conducted in a separate legal entity should be accounted for under other accounting literature; however required disclosure under EITF 07-1 applies to the entire collaborative agreement. This Issue is effective for fiscal years beginning after December 15, 2008, and is to be applied retrospectively to all periods presented for all collaborative arrangements existing as of the effective date. The Company is currently evaluating the impact that this pronouncement may have on its consolidated financial position and results of operations. Note 3  Initial Public Offering In its initial public offering, effective November 7, 2007 (closed on November 14, 2007), the Company sold to the public 25,000,000 units (Units), with each Unit comprised of one share of common stock and one warrant (Warrant), at a price of $10.00 per Unit. Proceeds from the initial public offering totaled $231,754,450, which was net of $9,870,550 in underwriting and other expenses and $8,375,000 of deferred underwriting fees. Each Warrant will entitle the holder to purchase from the Company one share of common stock at an exercise price of $7.50 commencing on the later of the completion of a Business Combination with a Target Business and November 7, 2008 and expiring November 7, 2011, unless earlier redeemed. The Warrants will be redeemable at a price of $0.01 per Warrant upon 30 days notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $14.25 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given. In accordance with the warrant agreement relating to the Warrants, the Company is only required to use its best efforts to maintain the effectiveness of the registration statement covering the Warrants. The Company will not be obligated to deliver securities, and there are no contractual penalties for failure to deliver securities, if a registration statement is not effective at the time of exercise. Additionally, in the event that a registration is not effective at the time of exercise, the holder of such Warrant shall not be entitled to exercise such Warrant and in no event (whether in the case of a registration statement not being effective or otherwise) will the Company be required to cash settle or net cash settle the attempted warrant exercise. Consequently, the Warrants may expire unexercised and unredeemed. Note 4 Related Party Transactions In July 2007, the Company issued 7,187,500 shares ("Initial Shares") of common stock to the Staton Bell Blank Check LLC, an affiliate of certain of the Company's officers and directors as well as certain directors (the "Initial Stockholders") for $0.0035 per share or a total of $25,000.  This included an aggregate of 937,500 shares of common stock subject to forfeiture by the Staton Bell Blank Check LLC to the extent that the underwriters over-allotment was not exercised in full so that the Initial Stockholders would collectively own 20% of the issued and outstanding shares of common stock after the offering.   The underwriters over-allotment was not exercised and the Initial Stockholders forfeited these 937,500 shares when the option for over-allotment shares expired December 7, 2007.  At June 30, 2008, the Initial Shares outstanding total 6,250,000 shares.  11





The Company issued an unsecured promissory note totaling $350,000 to Staton Bell Blank Check LLC.  The note was non-interest bearing and payable on the earlier of July 18, 2008 or the consummation of the Offering by the Company.  This note was repaid in full by December 31, 2007. The Company has agreed to pay $7,500 per month for office space and general and administrative services.  The office space is being leased from Bell & Staton, Inc., an affiliate of the Companys officers and directors.  Services commenced on the effective date of the Proposed Offering and will terminate upon the earlier of (i) the consummation of a Business Combination or (ii) the liquidation of the Company.    For the three months and six months ended June 30, 2008 and the period from July 9, 2007 (inception) through June 30, 2008, the Company paid $22,500, $45,000 and $58,250 of expense, respectively related to this agreement which is included in formation and operating costs in the accompanying Statement of Operations. Staton Bell Blank Check LLC purchased 7,500,000 Warrants ("Insider Warrants") at $1.00 per Warrant (for an aggregate purchase price of $7,500,000) privately from the Company.  This purchase took place simultaneously with the consummation of the Offering.  All of the proceeds received from this private placement have been placed in the Trust Account.  The Insider Warrants are identical to the Warrants underlying the Units issued in the Offering except that the Insider Warrants will be (i) exercisable on a cashless basis, and (ii) will not be redeemable by the Company so long as they are still held by the purchasers or their affiliates.  Additionally, the purchasers have agreed that the Insider Warrants will not be sold or transferred by them until the later of one year from the effective date of the Offering and thirty days after the Company has completed a Business Combination. Staton Bell Blank Check LLC has also agreed, pursuant to an agreement with the underwriters in accordance with guidelines specified by Rule 10b5-1 under the Securities Exchange Act of 1934, to purchase up to $10,000,000 of the Companys common stock in the open market, at market prices not to exceed the per share amount held in the trust account commencing on the later of (a) ten business days after the Company files a Current Report on Form 8-K announcing the Company's execution of a definitive agreement for our initial business combination or (b) 60 calendar days after the end of the "restricted period" under Regulation M and ending on the business day immediately preceding the record date for the meeting of stockholders at which such business combination is to be voted upon by the Company's stockholders. Daniel C. Staton, Marc H. Bell and Maria Balodimas Staton have agreed to purchase such securities in the event that Staton Bell Blank Check LLC is unable to satisfy its obligations under this agreement.  Staton Bell Blank Check LLC will not have any discretion or influence with respect to such purchases and will not be able to sell or transfer any common stock purchased in the open market pursuant to such agreement until six months following the consummation of a business combination. Staton Bell Blank Check LLC has agreed to vote all such shares of common stock purchased in the open market in favor of the Company's initial business combination and such votes may be in opposition to the votes required to be voted with the majority. If no business combination is approved by the Company's stockholders, Staton Bell Blank Check LLC has agreed not to sell such shares, provided that it will be entitled to participate in any liquidating distributions with respect to such shares purchased in the open market. The holders of the Initial Shares, as well as the holders of the Insider Warrants (and underlying securities), will be entitled to registration rights pursuant to an agreement signed prior to or on the effective date of this offering.  The holders of the majority of these securities will be entitled to make up to two demands that we register such securities.  The holders of the Initial Shares may elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are released from escrow.  The holders of a majority of the Insider Warrants (or underlying securities) will be able to elect to exercise these registration rights at any time after we consummate a business combination.  In addition, such holders will have certain "piggy-back" registration rights on registration statements filed subsequent to the date on which such securities are released from escrow. All of our initial stockholders will place their initial shares into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent.  The Initial Shares will not be released from escrow until one year after the consummation of a Business Combination, or earlier if, following a Business Combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in our stockholders having the right to exchange their shares for cash, securities or other property.  The Company will bear the expenses incurred in connection with the filing of any such registration statements. On January 10, 2008, Ezra Shashoua, the Chief Financial Officer, purchased 25,000 shares of common stock from Staton Bell Blank Check LLC in a private placement transaction at $0.0035 per share.  These purchased shares have the same terms and are subject to the same restrictions on transfer as the original stockholders shares and in addition, will vest on the first anniversary of the date of the Company consummating a business combination.  In accordance with the SFAS No. 123 (Revised 2004) Share Based Payments, the Company measured the fair value of this transaction on January 10, 2008 to be $229,500.  The Company will record a compensation charge ratably over the remaining vesting period when it becomes probable that a business combination will be consummated.  12





Note 5 - Commitments and contingencies In connection with the Offering, the Company paid a fee of 3.65% of the gross offering proceeds to the underwriters at the closing of the Offering.  In addition, the Company has committed to pay a deferred fee of 3.35% of the gross proceeds to the underwriters on the completion of an initial business combination by the Company.  The Company paid the underwriters $9,125,000 upon the closing of the Offering.  The remaining $8,375,000 has been accrued by the Company and is being held in trust. Note 6  Income Taxes  The Companys provision for income taxes consists of:  Three Months
Ended
June 30, 2008
(unaudited)Six Months
Ended
June 30, 2008
(unaudited)July 9, 2007 (inception) through June 30, 2008
(unaudited)Current:Federal$458,000$1,173,000$1,703,800State77,000200,750291,612Total current$535,000$1,373,750$1,995,412Deferred---Provision for income taxes$535,000$1,373,750$1,995,412  The difference between the actual income tax expense and that computed by applying the statutory income tax rate of 35% to pre-tax income from operations is summarized below:  Three Months
Ended
June 30, 2008
(unaudited)Six Months
Ended
June 30, 2008
(unaudited)July 9, 2007 (inception) through June 30, 2008
(unaudited)Computed expected tax rate35.0%35.0%35.0%State income tax, net of federal benefit3.6%3.6%3.6%Change in valuation allowance2.9%2.7%2.8%Effective tax rate41.5%41.3%41.4%  The Company recorded a deferred income tax asset of $128,000 at June 30, 2008 and $64,000 at December 31, 2007 for the cumulative tax effect of temporary differences resulting from the capitalization of substantially all of its operating expenses for income tax purposes. However, due to uncertainty related to the ultimate realization of this deferred tax asset, a fully offsetting valuation allowance was established since it is not more likely than not that the benefit will be realized.  13





ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following MD&A is intended to help the reader understand the results of operations, financial condition, and cash flows of the Company. MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes to the financial statements. Special Note About Forward-Looking Statements Certain statements in Managements Discussion and Analysis (MD&A), other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934.  These forward-looking statements generally are identified by the words believe, project, expect, anticipate, estimate, intend, strategy, plan, may, should, will, would, will be, will continue, will likely result, and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.  A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled Risk Factors (refer to Part II, Item 1A).  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. The financial statements, except for the December 31, 2007 balance sheet and the statement of stockholders' equity and income for the year ended December 31, 2007, are unaudited and should be read in conjunction with audited consolidated financial statements and notes thereto for the year ended December 31, 2007 as presented in our Annual Report on Form 10-K.  In the opinion of management, the accompanying financial statements contain all adjustments, which are of a normal and recurring nature, necessary to present fairly the financial position of the Company as of June 30, 2008 and December 31, 2007, and the results of operations for the three months ended June 30, 2008, the six months ended June 30, 2008 and the period from inception (July 9, 2007) through June 30, 2008, and stockholders equity and cash flows for the six months ended June 30, 2008 and the period from inception (July 9, 2007) through June 30, 2008. Because the Company is in the development stage and looking at targets for a potential business combination, operating results for the Company on a quarterly basis may not be indicative of operating results for the full year. Overview We are a Delaware blank check company incorporated on July 9, 2007 in order to serve as a vehicle for the acquisition of one or more operating businesses. On November 6, 2007, Staton Bell Blank Check LLC, an affiliate of certain of our officers and directors, purchased an aggregate of 7,500,000 Insider Warrants (the "Insider Warrants") from us in a private placement transaction at a purchase price of $1.00 per Insider Warrant (the "Private Placement").  The Insider Warrants are identical to the Warrants underlying the Units issued in our IPO except that the Insider Warrants will be (i) exercisable on a cashless basis, and (ii) will not be redeemable by us so long as they are still held by the purchasers or their affiliates.  Staton Bell Blank Check LLC has agreed that the Insider Warrants will not be sold or transferred by them until the later of November 7, 2008 and thirty days after we complete a business combination. On November 7, 2007, the registration statement (File No. 333-145154) for our IPO of 25,000,000 units, each unit consisting of one share of common stock, par value $0.0001 per share, and one warrant exercisable for an additional share of common stock (a "Warrant") was declared effective by the Securities and Exchange Commission ("SEC"). We completed the IPO on November 14, 2007, resulting in total gross proceeds of $250,000,000.  The managing underwriters for the IPO were UBS Securities LLC and Ladenburg Thalmann & Co. Inc.  Of the net proceeds after offering expenses of the IPO and the private placement, $247,575,000 was placed in a trust account maintained at Continental Stock Transfer & Trust Company (the "Trust Account").  The proceeds in the Trust Account include $8.375 million of the gross proceeds representing deferred underwriting discounts and commissions that will be released to the underwriters on completion of a business combination.  The remaining proceeds outside of the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions, tax expenses and continuing general and administrative expenses.  In addition, up to $2,450,000 of the interest earned on the funds held in the Trust Account may be released to fund expenses related to investigating and selecting a target business and other working capital requirements, plus any amounts we may need to pay our tax obligations.  14





Each Warrant will entitle the holder to purchase from us one share of common stock at an exercise price of $7.50 commencing on the later of the completion of a business combination with a target business and November 7, 2008 and expiring November 7, 2011, unless earlier redeemed.  The Warrants will be redeemable at a price of $0.01 per Warrant upon 30 days notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $14.25 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given. In accordance with the Warrant Agreement relating to the Warrants sold in the IPO, we are only required to use our best efforts to maintain the effectiveness of the registration statement covering the Warrants.  We will not be obligated to deliver securities, and there are no contractual penalties for failure to deliver securities, if a registration statement is not effective at the time of exercise. Additionally, in the event that a registration is not effective at the time of exercise, the holder of such Warrant shall not be entitled to exercise such Warrant and in no event (whether in the case of a registration statement not being effective or otherwise) will we be required to cash settle or net cash settle the attempted warrant exercise.  Consequently, the Warrants may expire unexercised and unredeemed. The initial target business or businesses with which we combine must have a collective fair market value equal to at least 80% of the balance in the trust account (excluding deferred underwriters discounts and commissions).  However, we may not use all of the proceeds held in the trust account in connection with a business combination, either because the consideration for the business combination is less than the proceeds in trust or because we finance a portion of the consideration with capital stock or debt securities that we can issue. In that event, the proceeds held in the trust account as well as any other net proceeds not expended will be used to finance the operations of the target business or businesses. We may issue additional capital stock or debt securities to finance a business combination.  The issuance of additional capital stock, including upon conversion of any convertible debt securities we may issue, or the incurrence of debt, could have material consequences on our business and financial condition.  The issuance of additional shares of our capital stock (including upon conversion of convertible debt securities):    may significantly reduce the equity interest of our stockholders;    will likely cause a change in control if a substantial number of our shares of common stock or voting preferred stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and may also result in the resignation or removal of one or more of our present officers and directors; and    may adversely affect prevailing market prices for our common stock. Similarly, if we issue debt securities, it could result in:    default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our debt obligations;    acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach the covenants contained in any debt securities, such as covenants that require the satisfaction or maintenance of certain financial ratios or reserves, without a waiver or renegotiation of such covenants;    an obligation to immediately repay all principal and accrued interest, if any, upon demand to the extent any debt securities are payable on demand; and    our inability to obtain additional financing, if necessary, to the extent any debt securities contain covenants restricting our ability to obtain additional financing while such security is outstanding, or to the extent our existing leverage discourages other potential investors. Through June 30, 2008, our efforts have been limited to organizational activities, activities relating to our initial public offering, activities relating to identifying and evaluating prospective acquisition candidates, and activities relating to general corporate matters; we have neither engaged in any operations nor generated any revenues, other than interest income earned on the proceeds of the Private Placement and our IPO. As of June 30, 2008, after giving effect to our IPO and our operations subsequent thereto, including our withdrawal of approximately, $3.1 million of the interest earned on the funds held in the trust account through June 30, 2008 for taxes and operating expenses, approximately $249.8 million was held in trust and we had $40,141 of unrestricted cash, and approximately $1.5 million of  15





the $2.45 million that we are entitled to withdraw from interest earned on the funds held in the trust account, available to us for our activities in connection with identifying and conducting due diligence of a suitable business combination, and for general corporate matters.  We have incurred $993,000 in deferred acquisition costs that have been capitalized while a transaction with a potential target business is being investigated.  As of June 30, 2008, we have paid $589,000of these charges with the balance to be paid in the third quarter.  If the target business is not acquired or the transaction is treated as a recapitalization or reverse merger for accounting purposes, these costs will be expensed.  Results of Operations, Financial Condition and Liquidity Our operating expenses totaled $137,000 for the three months ended June 30, 2008 and $323,000 for the six months ended June 30, 2008.  Operating expenses were comprised primarily of accounting, legal, franchise taxes, printing fees and expenses.  We had interest income net of expenses earned on marketable securities held in the Trust Account of approximately $1.4 million for the quarter ended June 30, 2008 and approximately $3.6 million for the six months ended June 30, 2008.  Interest income excludes earnings on funds held in the Trust Account associated with common stock subject to possible conversion and, except for amounts for operating purposes up to $2.45 million and amounts equal to any taxes payable by us relating to such interest earned, will not be released from the Trust Account until the earlier of the completion of a business combination or the expiration of the time period during which we may complete a business combination. We have provided for an effective tax rate of approximately 41.5% for the three months ended June 30, 2008 and 41.4% on an inception to date basis primarily because of state income taxes and the nondeductible portion of formation costs and a valuation allowance. We expect to use substantially all of the proceeds from our initial public offering to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business and structuring, negotiating and consummating the business combination.  To the extent that our capital stock is used in whole or in part as consideration to effect a business combination the proceeds held in the trust account as well as any other net proceeds not expended will be used to finance operations of the target business.  We believe we will have sufficient available funds outside of the trust account to operate through November 7, 2009, assuming that a business combination is not consummated during that time.  Until we enter into a business combination, we expect to use our available resources for general working capital as well as legal, accounting and due diligence expenses for structuring and negotiating a business combination and legal and accounting fees relating to our Securities and Exchange Commission reporting obligations.  Off-Balance Sheet Arrangements  We have not entered into any off-balance sheet financing arrangements and have not established any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.  Critical Accounting Estimates  Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses.  On an ongoing basis, we re-evaluate all of our estimates.  We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may materially differ from these estimates under different assumptions or conditions as additional information becomes available in future periods. Management has discussed the development and selection of critical accounting estimates with the Audit Committee of the Board of Directors and the Audit Committee has reviewed our disclosure relating to critical accounting estimates in this Quarterly Report on Form 10-Q.  We believe the following are the more significant judgments and estimates used in the preparation of our consolidated financial statements.  16





ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Market risk is the sensitivity of income to changes in interest rates, foreign exchanges, commodity prices, equity prices, and other market-driven rates or prices.  We are not presently engaged in and, if a suitable business target is not identified by us prior to the prescribed liquidation date of the trust fund, we may not engage in, any substantive commercial business.  Accordingly, we are not and, until such time as we consummate a business combination, we will not be, exposed to risks associated with foreign exchange rates, commodity prices, equity prices or other market-driven rates or prices.  The net proceeds of our initial public offering held in the trust fund have been invested only in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940.  Given our limited risk in our exposure to money market funds, we do not view the interest rate risk to be significant.  We have not engaged in any hedging activities since our inception. We do not currently expect to engage in any hedging activities.  ITEM 4.  CONTROLS AND PROCEDURES Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 (the Exchange Act) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2008.  Based upon his evaluation, he concluded that our disclosure controls and procedures were effective. Our internal control over financial reporting is a process designed by, or under the supervision of, our president and chief executive officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles (United States). Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles (United States), and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Limitations on the Effectiveness of Controls A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.  Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives.  Our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level.  17


ENTERPRISE ACQUISITION CORP.


PART II  OTHER INFORMATION ITEM 1.  LEGAL PROCEEDINGS We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.  From time to time, we may be a party to certain legal proceedings incidental to the normal course of our business.  While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations. ITEM 1A.  RISK FACTORS An investment in our securities involves a high degree of risk.  There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2007 that was filed with the Securities and Exchange Commission on March 27, 2008. ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None.  ITEM 3.  DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of our shareholders during the second quarter of the fiscal year ended December 31, 2008. ITEM 5.  OTHER INFORMATION Not applicable. ITEM 6.  EXHIBITS 3.1Certificate of Incorporation.*3.2Bylaws.*3.3Form of  Amended and Restated Certificate of Incorporation*4.1Specimen Unit Certificate.*4.2Specimen Common Stock Certificate.*4.3Form of Warrant Certificate.*4.4Form of Warrant Agreement between the Registrant and continental Stock Transfer & Trust Company.*31.1Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a)**  18





31.2Certification of Chief Financial Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a)**32.1Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350**32.2Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350**  _________ *  Incorporated by reference to exhibits of the same number filed with the Registrant's Registration Statement on Form S-1 or amendments thereto (File No. 333-145154)  ** Filed herewith   19





SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ENTERPRISE ACQUISITION CORP.  Date: August 14, 2008  /s/ Daniel C. Staton Daniel C. Staton Chief Executive Officer (Principal Executive Officer)  Date: August 14, 2008 /s/ Ezra Shashoua Ezra Shashoua Chief Financial Officer (Principal Financial Officer)   20