Item 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our financial statements and footnotes thereto contained in this report.

Overview

We were formed on June 1, 2006, to serve as a vehicle to acquire, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more domestic or international assets or an operating business in the healthcare industry. Our initial business combination must be with a target business or businesses whose fair market value is at least equal to 80% of net assets at the time of such acquisition. We intend to utilize cash derived from the proceeds of our Public Offering, our capital stock, debt or a combination of cash, capital stock and debt, in effecting a business combination.

On June 13, 2007, we consummated our initial public offering of 8,625,000 units. Each unit consists of one share of common stock and one redeemable common stock purchase warrant. Each warrant entitles the holder to purchase from us one share of our common stock at an exercise price of $6.00.

Results of Operations

Our net loss of $61,205 for the year ended December 31, 2008 consisted of formation and operating costs of $1,223,452 offset by dividend and interest income of $1,174,027. For the year ended December 31, 2008 we recorded a provision for income taxes in the amount of $11,780. Formation and operating costs consisted primarily of professional and consulting fees, travel, franchise taxes and insurances, and merger related expenses. Due diligence related expense for Dynogen of $395,000, with an additional $150,000 for legal expenses, were incurred, primarily, during the first quarter of 2008. Due diligence expenses associated with other potential acquisitions were incurred throughout 2008. Dividend and interest income was approximately $612,000 lower in 2008, compared with 2007, due to lower interest rates on investments held in trust.

Our net income of $696,925 for the year ended December 31, 2007 consisted of formation and operating costs of $581,816, offset by dividend and interest income of $1,785,716. For the year ended December 31, 2007 we recorded a provision for income taxes in the amount of $506,975. Formation and Operating Costs consisted primarily of consulting fees, travel and franchise taxes. There were no major merger-related costs incurred in 2007.

The net income of $583,396 for the period from June 1, 2006 (date of inception) to December 31, 2008 consisted of formation and operating costs of $1,858,656, offset by dividend and interest income of $2,960,807 and a provision for income taxes of $518,755.

Liquidity and Capital Resources

Our net proceeds from the sale of our units, including $1,800,000 of proceeds from the Private Placement sale of 1,800,000 warrants to our Initial Stockholders were approximately $65,300,000. Upon the closing of the Public Offering and Private Placement, $67,330,000, including $2,070,000 of the underwriters' deferred discounts and commissions, were placed in trust with the remaining funds being held outside of the trust. The remaining proceeds available have been and will be used by us to provide for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. We have used all or substantially all of the net proceeds of the Public Offering and Private Placement held outside the trust account and the up to $1,600,000 of interest income (net of income taxes payable thereon) available to us for working capital to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating the business combination.

In November, 2008, the Company issued promissory notes for $170,000 to our Initial Stockholders, of which $78,284 was received as of December 31, 2008, to provide ongoing working capital. The remaining balance of the notes was received during the first quarter of 2009. We believe the funds available to us outside of the Trust Account ($52,844 as of December 31, 2008), and the remaining proceeds from the notes by the Initial Stockholders, will be sufficient to allow us to consummate the liquidation and distribution process.

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Off Balance Sheet Arrangements

Options and warrants issued in conjunction with our Public Offering are equity linked derivatives and accordingly represent off-balance sheet arrangements. The options and warrants meet the scope exception in paragraph 11(a) of FAS 133 and are accordingly not accounted for as derivates for purposes of FAS 133, but instead are accounted for as equity. For a more complete discussion of the treatment of the underwriter's purchase option and the warrants, see footnote 3 to the financial statements.