Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue" or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, the statements regarding: our ability to complete a business combination with one or more target businesses; our potential inability to obtain additional financing to complete a business combination; liquidation if no business combination occurs; potential change in control if we acquire one or more target businesses for stock; interest to be earned on the trust account; uses of our working capital; and risks associated with operations in India. In evaluating these statements, you should specifically consider various factors, including the risks outlined under "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2007. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to revise or publicly release the results of any revision to any such forward-looking statement, except as may otherwise be required by law.

The following discussion of our financial condition and results of operations should be read in conjunction with the audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2007, and the unaudited financial statements and related notes included in this Quarterly Report on Form 10-Q.

Overview

We were formed on April 13, 2006, to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination in the life sciences sector in India. Our management will make the determination that a target business has operations primarily in India by considering the locations of the physical operations, management and other employees, the principal executive offices and other physical establishments. The initial business combination must be a transaction with one or more operating businesses having primary business operations located in India and in which the collective fair market value of the target business, at the time of the business combination, is at least 80% of our net assets (exclusive of the deferred underwriting discounts and commissions) at the time of the business combination. Our initial business combination may involve the simultaneous acquisition or merger of more than one target business.

We have neither engaged in any operations nor generated any revenues through February 14, 2007, the date we consummated our initial public offering. Our entire activity since inception through February 14, 2007 has been related to our formation and our initial public offering. Until July 11, 2008, the date we entered into an exclusive letter of intent relating to a business combination with a target company with business operations primarily in India, our efforts had been limited to searching for prospective target businesses to acquire. We intend to utilize cash derived from the proceeds of our initial public offering, our capital stock, debt, or a combination of cash, capital stock and debt, in effecting a business combination.

On August 7, 2008, we issued a press release announcing that we had entered into an exclusive non-binding letter of intent to complete a business combination with a company having business operations primarily in India. Pursuant to the Company's Amended and Restated Certificate of Incorporation, the execution of the letter of intent affords us a six-month extension for completion of a business combination, until February 14, 2009.

The consummation of the business combination is subject to, among other things, completion of due diligence, board of directors approval, negotiation and execution of a definitive agreement, audit of the target financial statements in accordance with United States generally accepted accounting principles, required stockholder approval and the receipt of all required regulatory approvals. In addition, closing of the transaction is also conditioned on holders of fewer than 25% of the shares of the Company's common stock voting against the transaction and electing to convert their shares of the Company's common stock into cash. Pursuant to the letter of intent, the Company has an exclusive period of up to 40 days from entering into the letter of intent to negotiate and enter into a definitive agreement.

Due to regulatory and shareholder approvals as well as the additional conditions associated with the proposed transaction, we cannot assure stockholders and investors that we will enter into a definitive agreement and consummate a business combination within the allotted time. If we do not effect a business combination by February 14, 2009, we will be required to dissolve and liquidate.

Liquidity and Capital Resources

We generated gross proceeds of $93,600,000 from the sale of the units in the initial public offering and the private placements. After deducting the underwriting discounts and commissions, non-accountable expense allowance and the offering expenses, the total net proceeds to us from the offering (including the underwriters' over-allotment option) were $86,410,240, of which $86,250,004 was deposited into a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, and the remaining proceeds of $160,240 became available to be used by us to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. Up to $2,300,000 of the interest earned on the trust account, net of taxes, may be released to us to fund our working capital requirements. In addition, $3,680,000, representing the deferred underwriting discounts and commissions and non-accountable expenses, were deposited into the trust account for a total of $89,930,004 deposited into the trust account (or $7.82 per unit sold in the public offering). The amounts deposited into the trust account remain on deposit in the trust account earning interest. The funds held in the trust account, other than the deferred underwriting discounts and commissions, may be used as consideration to pay the sellers of a target business with which we ultimately complete a business combination. Upon the consummation of a business combination, we will pay the deferred underwriting discounts and commissions and accrued interest thereon held in the trust account to the underwriters. Any amounts not paid as consideration to the sellers of the target business or to the underwriters as deferred underwriting discounts and commissions may be used to finance the operations of the target business.

As of June 30, 2008, we had cash not held in the trust account of $1,045,829. We will generate interest income on our cash outside of the trust account which can also be used to pay part of our costs and expenses. We will be using the funds not held in trust for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. Our cash requirements are expected to change based on the timing, nature and outcome of our intended business combination.

We are obligated to pay Johnson and Colmar, an affiliate of one of our directors, officers and stockholders, an administrative fee of $7,500 per month for office space and general and administrative services from February 8, 2007 through the consummation of a business combination. These services include those of Haigler Investments provided to Johnson and Colmar on our behalf, and in particular Cliff Haigler who was appointed as our Chief Financial Officer on June 15, 2007. At June 30, 2008, an aggregate of $123,750 has been paid.

We are obligated to pay up to $100,000, subject to adjustment, to Mercurius Advisory Services for various consulting services to us in connection with the proposed business combination prior to the closing. In addition, we are obligated to pay $24,000 to Technopak Advisors for professional services to us in connection with the proposed business combination prior to closing. Further, we are obligated to reimburse a number of finders and consultants for expenses incurred in connection with services provided to us prior to the closing of a business combination. We anticipate that we will incur significant additional legal and accounting expenses in connection with our efforts to complete a business combination. We have agreed to pay all of the expenses associated with the proposed business combination, other than the target's direct legal expenses, subject to our agreement to reimburse up to $100,000 of legal expenses incurred in the United States by the target in the proposed business combination.

We believe that the funds available to us outside of the trust account will be sufficient to allow us to operate through February 14, 2009, assuming that a business combination is not consummated during that time. Approximately $2,300,000 of working capital over this time period has been funded from the interest earned from the funds held in the trust account. Over this period, we anticipate incurring expenses for the following purposes:

• payment of premiums associated with our directors and officers liability insurance;

• expenses for due diligence investigations of potential targets;

• legal, accounting and other expenses relating to our SEC reporting obligations and general corporate matters;

• legal, accounting, consulting and other expenses attendant to structuring and negotiating a business combination;

• payment for administrative and support services; and

• other miscellaneous expenses.

We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, we may need to raise additional funds through a private offering of debt or equity securities if such funds are required to consummate a business combination that is presented to us. We would only consummate such a fund-raising simultaneously with the consummation of a business combination.

Results of Operations for the Three Months Ended June 30, 2008

For the three months ended June 30, 2008, interest income on the trust account investments, including interest allocable to shares subject to possible conversion and interest from amounts not held in the trust account, and interest from the company's money market account amounted to $548,828, compared to $1,096,979 in the three month period ended June 30, 2007 as a result of lower net interest rate. For the three months ended June 30, 2008, operating expenses were $187,423 compared to operating expenses of $196,469 for the three months ended June 30, 2007 and consisted primarily of $30,484 for management travel versus $38,058 for the same period last year, $28,037 for office space and administrative and support services versus $26,250 for the same period last year, $37,124 for premiums associated with our directors and officers liability insurance versus $37,124 for the same period last year, $45,941 in legal, accounting, consulting and other professional fees versus $84,164 for the same period last year, and $52,431 for miscellaneous expenses versus $10,873 for the same period last year. Income taxes were 152,006 for the three months ended June 30, 2008 versus $449,000 for the same period last year. This resulted in net income for the three months ended June 30, 2008 of $209,399, as compared to $451,510 for the three months ended June 30, 2007.

Results of Operations for the Six Months Ended June 30, 2008

For the six months ended June 30, 2008, interest income on the trust account investments, including interest allocable to shares subject to possible conversion and interest from amounts not held in the trust account amounted to $1,363,697, compared to $1,695,397 in the six month period ended June 30, 2007 as a result of lower net interest rate. For the six months ended June 30, 2008, operating expenses were $445,372 compared to operating expenses of $331,408 for the six months ended June 30, 2007 and consisted primarily of $48,127 for management travel versus $52,275 for the same period last year, $61,154 for office space and administrative and support services versus $33,750 for the same period last year, $74,249 for premiums associated with our directors and officers liability insurance versus $106,499 for the same period last year, $85,587 in legal, accounting, consulting and other professional fees versus $120,710 for the same period last year, and $176,255 for miscellaneous expenses versus $18,174 for the same period last year. Income taxes were 426,894 for the six months ended June 30, 2008 versus $574,000 for the same period last year. This resulted in net income for the six months ended June 30, 2008 of $491,431 as compared to $785,540 for the six months ended June 30, 2007.

Funds Held in Trust Account

As of June 30, 2008, we had no amounts available to us for withdrawal from the
trust account other than for taxes. The following table shows the total funds
held in the trust account through June 30, 2008:



Net proceeds from our initial public offering and private
placements placed in trust                                              $ 86,250,004
Deferred underwriters' discounts and expenses placed in trust              3,680,000
Total interest earned to date                                              5,018,838
Less total interest disbursed to us for working capital through
June 30, 2008                                                              2,300,000
Less total taxes paid through June 30, 2008                                1,639,125

Total funds held in trust account through June 30, 2008                 $ 91,009,717

Total number of liquidation shares                                        11,500,000

Trust account amount per liquidation share as of June 30, 2008          $       7.91

Contractual Obligations

On April 18, 2007, the Company entered into an agreement with Ernst & Young Pvt. Ltd. to provide finance and acquisition advisory services to the Company. The agreement expires on the later of 12 months from its effective date or the date on which the Company concludes an acquisition, subject to automatic 6-month extensions unless terminated by either party. The agreement required the Company to pay to Ernst & Young a retainer of approximately $20,000 upon the Company's presentation of a term sheet for the acquisition of a target company generated by Ernst & Young, and a success fee on the closing of the Company's acquisition of or investment in a target company generated by Ernst & Young. In addition, the Company was required to pay Ernst & Young's reasonable out-of-pocket costs incurred in its engagement on behalf of the Company. The Company terminated this agreement on August 12, 2008. No amounts remain outstanding to Ernst & Young.

On February 8, 2008, the Company entered into an agreement with JMP Securities LLC to provide finance and advisory services to the Company. The engagement may be terminated by either the Company or JMP Securities upon thirty (30) days' prior written notice. The agreement requires the Company to pay to JMP Securities a success fee on the consummation or the

closing of the Company's acquisition of or merger of the Company with a target company generated by JMP Securities or the consummation of the Company's acquisition of a minority interest in a target company or upon the Company's presentation of a definitive agreement or an agreement in principle for an acquisition of a minority interest in a target company generated by JMP Securities during the term of the agreement or at any time prior to one (1) year following its expiration or earlier termination on a sliding fee scale depending on the size of the acquisition or investment, subject to a maximum of 2% of the transaction's value and a minimum fee of $1,000,000. In addition, the Company is required to reimburse JMP Securities' reasonable out-of-pocket costs incurred in its engagement on behalf of the Company.

On June 30, 2008, the Company entered into an agreement with VS Infrastructure Inc. to provide to the Company consulting services in connection with the proposed business combination. The agreement terminates on the earliest of
(i) February 14, 2009, (ii) consummation of the proposed business combination,
(iii) the termination of the agreement by VS Infrastructure, or (iv) mutual agreement of the parties. As consideration for the consulting services to be provided to the Company, the Company has agreed to pay to VS Infrastructure a finders and consulting fee in the amount of $4,000,000 and to use its best efforts to arrange with the initial stockholders of the Company to transfer 250,000 of their shares of common stock of the Company to VS Infrastructure on the closing. In addition, the Company is required to reimburse VS Infrastructure for all pre-authorized accountable expenses incurred in related to the transaction after the target signs a definitive agreement with the Company. VS Infrastructure agreed to use the fee in the amount of $4,000,000 to purchase shares of common stock from the Company's stockholders.

On June 30, 2008, the Company entered into an agreement with Rising Sun Holdings Inc. to provide to the Company consulting services in connection with the proposed business combination. The agreement terminates on the earliest of
(i) February 14, 2009, (ii) consummation of the proposed business combination,
(iii) the termination of the agreement by Rising Sun Holdings, or (iv) mutual agreement of the parties. As consideration for the consulting services to be provided to the Company, the Company has agreed to use its best efforts to arrange with the initial stockholders of the Company to transfer 250,000 of their shares of common stock of the Company to Rising Sun Holdings on the closing. In addition, the Company is required to reimburse Rising Sun Holdings for all accountable expenses authorized by the Company incurred in relation to the transaction after the target signs a letter of intent.

On July 11, 2008, the Company entered into an exclusive non-binding letter of intent of intent relating to a business combination. The target is a company with business operations primarily in India. In connection with the proposed acquisition, the Company agreed that all expenses related to the closing of the transaction, including, but not limited to, legal, accounting, investment banking fees, regulatory fees and due diligence expenses will be paid by the Company, except direct legal fees of the target. The Company agreed to pay up to $100,000 towards legal expenses incurred by the target in the United States in connection with the proposed transaction.

On July 18, 2008, the Company entered into an agreement with Mercurius Advisory Services (P) Ltd. to provide to the Company various consulting services with respect to the proposed business combination. The engagement may be terminated by either the Company or Mercurius Advisory Services upon notice in writing. The agreement requires the Company to pay to Mercurius Advisory Services a fee in the amount of $150,000, subject to adjustment, which shall be payable in three equal installments (i) one third due prior to the commencement of the assignment, (ii) one third due two weeks from the commencement of the assignment, and (iii) the balance upon completion of the assignment. In addition, the Company is required to reimburse Mercurius Advisory Services' for out-of-pocket expenses (excluding taxes, if any) incurred in its engagement on behalf of the Company.

On July 28, 2008, the Company entered into an agreement with Technopak Advisors Pvt. Ltd. to provide professional services to the Company with respect to the proposed business combination. The agreement requires the Company to pay Technopak Advisors an initial fee of $12,000 and an additional fee of $12,000 upon completion of work, plus actual expenses incurred in connection with performance of the services and applicable service and fringe benefit taxes. The agreement may be terminated by either party upon 30 days notice to the other party in the event of liquidation or cessation of business or breach of any provision of the agreement by the other party.

Critical Accounting Policies

We have identified the following as our critical accounting policies:

Cash and cash equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.