UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC  20549 Form 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934 For the quarterly period ended March 30, 2008 [   ] 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 Parkway, Boca Raton, Florida33487(Address of principal executive offices - zip code)(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 [ X ] 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 accelerated filer and large accelerated filer in Rule 12-b of the Exchange Act.  Large Accelerated filerAccelerated filerNon-accelerated filerXSmaller Reporting Company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b-2 of the Exchange Act). Yes [ X ] No [    ]  At May 14, 2008, 31,250,000 shares of the registrants common stock were issued and outstanding.


TABLE OF CONTENTS  PagePART I.FINANCIAL INFORMATION2ITEM 1.FINANCIAL STATEMENTS2CONDENSED BALANCE SHEETS AS OF MARCH 31, 2008 (UNAUDITED) AND DECEMBER 31, 20072CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED
MARCH 31, 2008 (UNAUDITED) AND THE PERIOD FROM JULY 9, 2007 (DATE OF INCEPTION) THROUGH MARCH 31, 2008 (UNAUDITED)3CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY FOR THE PERIOD FROM JULY 9, 2007 (DATE OF INCEPTION) THROUGH MARCH 31, 2008 (UNAUDITED)4CONDENSED STATEMENTS OF CASH FLOWS FOR THREE MONTHS ENDED MARCH 31, 2008 (UNAUDITED) AND FOR THE PERIOD FROM JULY 9, 2007 (DATE OF INCEPTION) THROUGH MARCH 31, 2008 (UNAUDITED)5NOTES TO CONDENSED  FINANCIAL STATEMENTS  (UNAUDITED)6ITEM 2.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS12ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK15ITEM 4.CONTROLS AND PROCEDURES15PART II.OTHER INFORMATION16ITEM 1.LEGAL PROCEEDINGS16ITEM 1A.RISK FACTORS16ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS16ITEM 3.DEFAULTS UPON SENIOR SECURITIES16ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS16ITEM 5.OTHER INFORMATION16ITEM 6.EXHIBITS16SIGNATURES18  1


ENTERPRISE ACQUISITION CORP.
(a corporation in the development stage)  PART I  FINANCIAL INFORMATION ITEM 1  FINANCIAL STATEMENTS  Condensed Balance Sheets March 31,
2008December 31,
2007Assets(unaudited)Current Assets:Cash$103,579$33,381Prepaid expenses135,303137,656Deferred acquisition costs481,828-Total current assets720,710171,037Cash held in trust250,245,988249,029,380Total assets$250,966,698$249,200,417Liabilities and Stockholders' EquityCurrent Liabilities:Accounts payable$54,800$21,990Accrued offering costs-35,000Accrued expenses310,01915,000Income tax payable838,796526,662Franchise tax payable41,66380,000Deferred underwriters' fee, payment deferred until consummation of a business combination8,375,0008,375,000Total current liabilities9,620,2789,053,652Common stock subject to possible redemption(7,499,999 - shares at an estimated $9.90 redemption value)74,249,99074,249,990(Note 1)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 stage2,066,970867,315Total stockholders' equity167,096,430165,896,775Total liabilities and stockholders' equity$250,966,698$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
March 31, 2008July 9, 2007
(inception)
through
March 31, 2008Formation and operating costs$186,002$349,277Net loss from operations(186,002)(349,277)Other income  interest2,224,4073,876,659Income before taxes2,038,4053,527,382Provision for income taxes(838,750)(1,460,412)Net income$1,199,655$2,066,970Net income per shareBasic$.04$.12Diluted$.03$.10Weighted average shares outstandingBasic31,250,00017,096,950Diluted39,375,00021,382,998  (See accompanying notes to financial statements)  3   ENTERPRISE ACQUISITION CORP.
(a corporation in the development stage)  Condensed Statement of Stockholders' Equity
For the period from July 9, 2007 (inception) to March 31, 2008 Additional
Paid-In CapitalEarnings
Accumulated
During the
Development
StageStockholders
EquityCommon StockSharesAmountBalance July 9, 2007 (inception)-$-$-$-$-Common shares issued to founders at $.03 per share (includes 937,500 subject to forfeiture)7,187,50071924,281-25,000Proceeds 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 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$165,896,775Net income---1,199,6551,199,655Balance at March 31, 2008 (unaudited)31,250,000$3,125$165,026,335$2,066,970$167,096,430  (See accompanying notes to financial statements)  4   ENTERPRISE ACQUISITION CORP.
(a corporation in the development stage)  Condensed Statements of Cash Flows
(unaudited) Three months
ended
March 31, 2008July 9, 2007 (inception)
through
March 31, 2008Cash flows from operating activities:Net income$1,199,655$2,066,970Adjustments to reconcile net income to net cash provided by operating activities:Changes in:Prepaid expenses2,353(135,303)Deferred diligence costs(203,828)(203,828)Accounts payable32,81054,800Accrued expenses17,01932,019Income tax payable312,134838,796Franchise Tax payable(38,337)41,663Net cash provided by operating activities1,321,8062,695,117Cash flows from investing activities:Cash held in trust account-(247,575,000)Investment income in trust account(1,216,608)(2,670,988)Net cash used in investing activities(1,216,608)(250,245,988)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 (used) by financing activities(35,000)247,654,450Net increase in cash70,198103,579Cash beginning of period33,381-Cash end of period$103,579$103,579Supplemental cash flow disclosures:Cash paid for income taxes$526,616$621,616Supplemental disclosure of non-cash financing activities:Accrued diligence costs$278,000$278,000Deferred underwriters fees$-$8,375,000  (See accompanying notes to financial statements)  5


ENTERPRISE ACQUISITION CORP.
(a corporation in the development stage)  NOTES CONDENSED TO FINANCIAL STATEMENTS (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 March 31, 2008 and December 31, 2007, and the results of operations for the three months ended March 31, 2008 and 2007, and stockholders' equity and income for the three months ended March 31, 2008 and the year ended December 31, 2007, and cash flows for the three months ended March 31, 2008 and 2007.  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 March 31, 2008, the Company had not commenced any operations. All activity through March 31, 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.  6    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 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 when acquired to be cash equivalents. Deferred Acquisition Costs As of March 31, 2008, the Company has accumulated approximately $481,000 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 $278,000 for legal services and $200,000 for fairness opinion services directly associated with the negotiation and execution of a merger agreement. 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 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. At March 31, 2008, no interest in excess of the $2,450,000 and taxes due on the interest had been accrued or allocated to the trust proceeds payable to those who may elect conversion.  7    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 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 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. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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. 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 March 31, 2008 and December 31, 2007.  8    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: o Level 1  Quoted prices in active markets for identical assets or liabilities. o 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. o Level 3  Unobservable inputs that are supported by little or not market activity and that are significant to the fair value of the assets or liabilities. The fair values of cash and investments held in trust account 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). 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.  9    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 March 31, 2008, the Initial Shares outstanding total 6,250,000 shares. 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 ended March 31, 2008 and the period from July 9, 2007 (inception) through March 31, 2008, the Company incurred $22,500 and $35,750 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.  10    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, 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. 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. Note 6 - Income Taxes The Company's provision for income taxes consists of: March 31, 2008
(unaudited)July 9, 2007
(inception) through
March 31, 2008(unaudited)Current:Federal$$715,000$$1,245,800State123,750214,612Total current$$838,750$$1,460,412Deferred--Provision for income taxes$$838,750$$1,460,412 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: March 31, 2008
(unaudited)July 9, 2007 
(inception) through
 March 31, 2008(unaudited)Computed expected tax rate35.0%35.0%State income tax, net of federal benefit3.6%3.6%Change in valuation allowance2.6%2.8%Effective tax rate41.2%41.4%  The Company recorded a deferred income tax asset of $140,000 at March 31, 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. 11    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 March 31, 2008 and December 31, 2007, and the results of operations for the three months ended March 31, 2008 and 2007, and stockholders' equity and income for the three months ended March 31, 2008 and the year ended December 31, 2007, and cash flows for the three months ended March 31, 2008 and 2007.  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 will 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  12    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. 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.   13    Through March 31, 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 March 31, 2008, after giving effect to our IPO and our operations subsequent thereto, including our withdrawal of approximately, $1.2 million of the interest earned on the funds held in the trust account through March 31, 2008 for taxes and operating expenses, approximately $250.2 million was held in trust and we had approximately $103,600 of unrestricted cash, and approximately $1.95 million of 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 $481,000 in deferred diligence costs that have been capitalized while a transaction with a potential target business is being investigated.  As of March 31, 2008, we have paid $203,800 of these charges with the balance to be paid in the second 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 $186,000 for the quarter ended March 31, 2008.  Operating expenses were comprised primarily of accounting, legal, franchise taxes, printing fees and expenses.  We had net interest income earned on marketable securities held in the Trust Account of approximately $2.2 million for the quarter ended March 31, 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 41.2% for the three months ended March 31, 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 14, 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. 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.   14    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. 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. 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 March 31, 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.   15    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 On January 10, 2008, in connection with his appointment as our Chief Financial Officer, Ezra Shashoua purchased 25,000 shares of our common stock from Staton Bell Blank Check LLC in a private placement transaction at $0.0035 per share. Such shares were sold pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as a transaction by an issuer or its affiliates not involving a public offering.  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 first 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.*10.1Form of Letter Agreement from Daniel C. Staton and Staton Bell Blank Check LLC to the Registrant and the underwriters.*10.2Form of Letter Agreement from Marc H. Bell and Staton Bell Blank Check LLC to the Registrant and the underwriters.*   16    10.3Form of Letter Agreement from Maria Balodimas Staton and Staton Bell Blank Check LLC to the Registrant and the underwriters.*10.4Form of Letter Agreement from Stewart J. Paperin to the Registrant and the underwriters.*10.5Form of Letter Agreement from Richard Steiner to the Registrant and the underwriters.*10.6Form of Letter Agreement from Jordan Zimmerman to the Registrant and the underwriters.*10.7Form of Investment Management Trust Agreement between the Registrant and Continental Stock Transfer & Trust Company.*10.8Form of Stock Escrow Agreement among the Registrant, Continental Stock Transfer & Trust Company and the initial stockholders.*10.9Office Services Agreement between the Registrant and Bell & Staton, Inc.*10.10Promissory Note issued July 18, 2007 to Staton Bell Blank Check LLC.*10.11Amended and Restated Promissory Note issued September 25, 2007 to Staton Bell Blank Check LLC.*10.12Form of Registration Rights Agreement among the Registrant and the initial stockholders.*10.13Form of Private Placement Purchase and Escrow Agreement among the Registrant, Staton Bell Blank Check LLC and Continental Stock Transfer & Trust Company.*10.14Form of Letter Agreement among the Registrant, Staton Bell Blank Check LLC, Daniel C. Staton, Marc H. Bell and Maria Balodimas Staton.*10.15Insider Letter, dated January 10, 2008, by and between Ezra Shashoua and the underwriters**14Code of Ethics*31.1Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a)***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)  **  Incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-K as filed with the SEC on January 15, 2008  *** Filed herewith   17    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: May 14, 2008  /s/ Daniel C. Staton Daniel C. Staton Chief Executive Officer (Principal Executive Officer)  Date: May 14, 2008 /s/ Ezra Shashoua Ezra Shashoua Chief Financial Officer (Principal Financial Officer)   18