1337927--3/31/2008--Santa_Monica_Media

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We may not be able to consummate a business combination by October 2, 2008, in which case, we would be forced to liquidate. We are a newly formed, development stage company with a limited operating history and no revenues from operations, and you have no basis on which to evaluate our ability to achieve our business objective. If we liquidate before concluding a business combination, our public stockholders will receive less than $8.00 per share on distribution of trust account funds and our warrants will expire worthless. You will not receive protections normally afforded to investors in blank check companies. If third parties bring claims against us, the proceeds held in trust could be reduced and the Liquidation Price received by you could be reduced. If we seek to effect a business combination with an entity that is directly or indirectly affiliated with members of our management team, conflicts of interest could arise. If we issue capital stock or convertible debt securities to complete a business combination, your equity interest in us could be reduced or there may be a change in control of our company. Stockholders may be held liable for claims by third parties against us to the extent of distributions received by them in a dissolution. Under Delaware law, our dissolution requires the approval of the holders of a majority of our outstanding stock, without which we will not be able to dissolve and liquidate, and distribute our assets to our public stockholders. If we acquire a company by issuing debt securities, our post-combination operating results may decline due to increased interest expense or our liquidity may be adversely affected by an acceleration of our indebtedness. Our initial stockholders currently control us and may influence certain actions requiring a stockholder vote. Our long-term success is dependent upon yet to be identified members of our management team. We will have only limited ability to evaluate the management of the target business. We will likely seek a business combination with one or more privately-held companies, which may present certain challenges to us, including the lack of available information about these companies. Members of our management team are and may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us, and may have conflicts of interest in allocating their time and business opportunities. Resources could be wasted in researching acquisitions that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. Because the shares of common stock owned by our initial stockholders before our initial public offering are prohibited from participating in liquidation distributions by us, Messrs. Marshall, Brendlinger, Pulier, Sassa, Clement, Schultz and Baradaran may have a conflict of interest in deciding if a particular target business is a good candidate for a business combination. Unless we complete a business combination, members of our management team will not receive reimbursement for any out-of-pocket expenses they incur if such expenses exceed the amount not in the trust account and interest income of up to million on the trust account balance that has been released to us to fund our working capital requirements. Therefore, they may have a conflict of interest in determining whether a particular target business is appropriate for a business combination and in the public stockholders best interest. We will probably complete only one business combination with the proceeds of our initial public offering and the private placement of the sponsor warrants, meaning our operations will depend on a single business that is likely to operate in a non-diverse industry or segment of an industry. If we do not conduct an adequate due diligence investigation of a target business with which we combine, we may be required to subsequently take write-downs or write-offs, restructuring, and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our stock price, which could cause you to lose some or all of your investment. Because of our limited resources and the significant competition for business combination opportunities, we may not be able to consummate an attractive business combination. We will depend on the limited funds available outside of the trust account and a portion of the interest earned on the trust account balance to fund our search for a target business or businesses and to complete our initial business combination. We may be unable to obtain additional financing if necessary to complete a business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. Our outstanding warrants may adversely affect the market price of our common stock and make it more difficult to effect a business combination. An effective registration statement or a current prospectus may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise his, her or its warrants. We may redeem your unexpired warrants prior to their exercise while a prospectus is not current, thereby making your warrants worthless. The grant of registration rights to our initial stockholders and Santa Monica Capital Partners, LLC may make it more difficult to complete a business combination, and the future exercise of such rights may adversely affect the market price of our common stock. If we are deemed to be an investment company, we must meet burdensome compliance requirements and restrictions on our activities may increase the difficulty of completing a business combination. The loss of Messrs. Brendlinger, Marshall and Pulier could adversely affect our ability to operate. The American Stock Exchange may delist our securities which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. Since we may acquire a target business that is located outside the United States, we may encounter risks specific to one or more countries in which we ultimately operate. Foreign currency fluctuations could adversely affect our business and financial results. Because we must furnish our stockholders with target business financial statements prepared in accordance with and reconciled to U.S. generally accepted accounting principles, we will not be able to complete a business combination with some prospective target businesses unless their financial statements are first reconciled to U.S. generally accepted accounting principles.

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1337927--3/31/2008--Santa_Monica_Media_CORP