Overview:

The following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our condensed financial statements and the related notes thereto.

We are a blank check company incorporated in Delaware on August 1, 2006 to serve as a vehicle to effect a Merger, capital stock exchange, asset acquisition or similar business combination with one or more operating businesses, which we refer to as a "Business Combination," that we believe has significant growth potential. We intend to use the cash derived from the net proceeds of the private placement of our insider warrants, our initial public offering and the exercise by the underwriters of their over-allotment option, together with any additional financing arrangements that we undertake, to effect a Business Combination. While we are actively seeking to identify a target business, we have not limited ourselves to particular industries and/or types of businesses that may provide such opportunities.

In August 2006, in connection with our formation and initial capitalization, we issued 3,125,000 shares of our common stock to Columbus Acquisition Holdings LLC, at a purchase price of approximately $0.008 per share, or an aggregate of $25,000. Columbus Acquisition Holdings LLC is a limited liability company formed under the laws of Delaware that is controlled by Andrew Intrater, our Chairman and Chief Executive Officer, and principally owned by Mr. Intrater and certain other members of our management team. We refer to Columbus Acquisition Holdings LLC as "Columbus Holdings" in this quarterly report.

On May 23, 2007, we completed our initial public offering of 12,500,000 units, plus the 1,875,000 units that were attributable to the full exercise of the underwriters' over-allotment option. Each unit consists of one share of our common stock and one warrant. Each warrant entitles the holder to purchase from us one share of our common stock at a price of $6.00 commencing on the later of the date that we complete a Business Combination with an operating company and May 18, 2008. We paid $4,600,000 in underwriting discounts and approximately $600,000 for costs and expenses related to our initial public offering at the closing of the offering, and the balance of $3,450,000 of underwriting discounts and commissions has been deferred and placed in the trust account as described below.

On May 23, 2007, we also completed a private placement of 3,650,000 warrants to Columbus Holdings for a purchase price of $1.00 per warrant, or an aggregate of $3,650,000. These insider warrants are identical to the warrants underlying the units that we issued in our initial public offering (which we refer to as "public warrants"), except that if we call the public warrants for redemption, the insider warrants may be exercisable on a "cashless" basis so long as such insider warrants are held by Columbus Holdings or its permitted transferees. Additionally, Columbus Holdings has agreed that it will not sell or otherwise transfer these insider warrants until such time, if any, as we shall have completed a Business Combination with an operating business. No underwriting discounts or commissions were paid with respect to the sale of our insider warrants.

Approximately $109,750,000 of net proceeds from our initial public offering, plus the $3,650,000 we received from the sale of the insider warrants (described below), has been placed in a trust account. This amount includes $3,450,000 (of the total of $8,050,000) of underwriting discounts and commissions, payable to the underwriters in our initial public offering. The underwriters have agreed that such amount will not be paid to them unless and until we complete a Business Combination with one or more operating businesses, and they have waived their right to receive such payment upon our liquidation if we are unable to complete a Business Combination before May 18, 2009.

All of the funds held in the trust account have been invested in a money market fund maintained by Morgan Stanley Investment Management. Specifically, this money market fund is held within the "Government Portfolio" of one of the Morgan Stanley Institutional Liquidity Funds, a money market fund that invests exclusively in obligations of the U.S. government and its agencies and instrumentalities, and in repurchase agreements collateralized by such securities. We have been advised by Morgan Stanley that the money market fund in which we have invested the funds held in the trust account is held in a separate stand-alone investment company with an independent board of directors or trustees, and the trust account assets are held in a separate segregated account for this money market fund at a custodian bank (J.P. Morgan Chase & Co. in our case). Our investment of the trust account funds in this money market fund remains separate from the assets of Morgan Stanley and its subsidiaries, and cannot be commingled at any time with assets of Morgan Stanley or its subsidiaries. However, an investment in this money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. We are exposed to credit risk in the event that the financial position of the financial institution that holds the trust account assets deteriorates and such financial institution is no longer able to satisfy its financial obligations.

For the quarter ended March 31, 2009, we paid or incurred an aggregate of approximately $793,289 in expenses for the following purposes:

· payment of premiums associated with our director's and officer's insurance;

· franchise tax incurred in the State of Delaware;

· monthly fee paid to Renova U.S. Management, LLC for office and administrative services;

· due diligence and investigation of prospective target businesses;

· legal and accounting fees, including those relating to our proposed merger with Integrated Drilling Equipment Company described below, compliance with our SEC reporting obligations and general corporate matters; and

· other miscellaneous expenses including New York State and New York City capital taxes.

We will continue to earn interest on the trust account to finance our operations (limited to $1,750,000 plus amounts for taxes) prior to consummating a Business Combination. However, we have used the maximum amount of interest income that we are permitted to withdraw to fund our working capital requirements. We currently believe that we have sufficient available funds to complete our efforts to effect a Business Combination with an operating business on or prior to May 18, 2009 (or July 15, 2009 if the Extension Amendments described below are approved by our stockholders), assuming that a Business Combination is not consummated during that time. However, we cannot assure you that this will be the case. Please refer to Item 1A of Part II of this quarterly report (and the discussion of risk factors that have been incorporated in this quarterly report by reference to the discussion under the heading "Risk Factors" that is contained in our annual report on Form 10-K for the fiscal year ended December 31, 2008 that we filed with the SEC) for a detailed discussion of the many risks to which we are subject, a number of which (if they were to materialize) could adversely impact our company, the value of your investment in our company and our ability to effect a Business Combination. Approximately $1,750,000 of working capital over this time period has been funded from the interest earned from the funds held in the trust account. Over this time period, we currently anticipate incurring expenses for the following purposes:

· payment of premiums associated with our director's and officer's insurance;

· payment of estimated taxes incurred as a result of interest income earned on funds currently held in the trust account;

· franchise tax incurred in the State of Delaware;

· monthly fee paid to Renova U.S. Management, LLC for office and administrative services;

· due diligence and investigation of prospective target businesses;

· legal and accounting fees, including those relating to our proposed merger with Integrated Drilling Equipment Company described below, compliance with our SEC reporting obligations and general corporate matters; and

· other miscellaneous expenses, including New York State and New York City capital taxes.

We have used all of the $1,750,000 available to us from interest earned on the trust account for working capital. We intend to pay all additional expenses from working capital available to us following the consummation of a Business Combination. If we do not complete a Business Combination, one of our directors has agreed to indemnify us against any claims by any vendor, prospective target business, or other entities that are owed money from us for services rendered or products sold to us that would reduce the amount of the funds in the trust account.

Since June 1, 2007, we have paid a monthly fee of $7,500 to Renova U.S. Management LLC, an affiliate of certain members of our management team, for office space and certain administrative, technology and secretarial services provided by that company. We expect to continue to pay this monthly fee until the time that we effect a Business Combination.

Proposed Merger with IDE:

General

On December 15, 2008, our board of directors approved a Business Combination with Integrated Drilling Equipment Company, which we refer to as IDE. IDE, through its subsidiaries, is an established participant in the business of manufacturing new and refurbishing existing land-based drilling rigs, rig components and rig electrical systems and providing related services to the oil and gas drilling equipment industry on a global basis. The principal customers for IDE's products and services are land-based drilling contractors in North America, South America, Central America, the Middle East, Africa, Eurasia and Russia. Under the terms of an agreement and plan of merger, dated as of December 15, 2008 (which we refer to as the "Merger Agreement"), IDE will merge with and into our wholly owned subsidiary, IDE Acquisition, LLC (which was newly-formed for this purpose), and IDE Acquisition, LLC will continue to exist as our wholly owned subsidiary and the surviving entity of the merger. We refer to our proposed merger with IDE as the "Merger" throughout this quarterly report. Upon completion of the Merger, we will acquire all of the outstanding shares of capital stock of IDE in exchange for:

· $43 million in cash;

· shares of our common stock having an aggregate value of $50 million (the value of each share will be based on the quotient of (i) the aggregate amount in our trust account, inclusive of any interest thereon, as of two business days prior to the closing date of the Merger, divided by (ii) the number of shares of our common stock issued as part of our initial public offering (we refer to this value as the "Trust Value Per Share")); and

· additional, contingent consideration consisting of shares of our common stock having a value (based on the Trust Value Per Share) of up to $156 million (which we refer to as the "Earnout Shares), subject to certain adjustments based on the net debt and net working capital of IDE at the time the Merger is completed and our performance following the Merger. The additional, contingent consideration has been divided into two tranches, the first of which represents shares having a value of up to $50 million (which we refer to as the "First Tranche") and is contingent on our 2009 earnings, and the second of which (which we refer to as the "Second Tranche") represents shares having a value of up to $106 million and is contingent on our 2010 earnings. The shares that may be issued in both cases is based on the Trust Value Per Share. The issuance of the Earnout Shares is subject to the following:

2009

· If our Earnout EBITDA (as defined in the Merger Agreement) for the year ended December 31, 2009 is equal to or greater than $55,000,000, then we will issue the First Tranche of the Earnout Shares; and

· In addition to the foregoing, we will issue additional shares of our common stock (based on the Trust Value Per Share) for every dollar by which our Earnout EBITDA for the year ended December 31, 2009 exceeds $55,000,000 (up to a maximum Earnout EBITDA of $80,000,000) (we refer to these additional shares as the "Additional First Tranche Earnout Shares").

2010

· If our Earnout EBITDA for the year ended December 31, 2010 is equal to or greater than $78,000,000, then we will issue the Second Tranche of the Earnout Shares (less any Additional First Tranche Earnout Shares issued because our 2009 Earnout EBITDA exceeded $55,000,000, as described above ) (the "Second Target Shares").

Cumulative EBITDA

· Notwithstanding the foregoing, if our Earnout EBITDA for the year ended December 31, 2009 was less than $55,000,000, but our cumulative Earnout EBITDA for the two years ending December 31, 2010, is equal to or greater than $133,000,000, then we will issue the First Tranche of the Earnout Shares.

We will have the right to offer to pay up to 20% of this additional, contingent consideration in cash rather than in shares of our common stock.

Upon completion of the Merger, the holders of our shares of common stock, warrants and units will continue to own their existing common stock, warrants and units, and we will change our name to "Integrated Drilling Equipment Company." Immediately following the completion of the Merger, we expect that the former shareholders of IDE will own between 26.4% and 32.2% of the outstanding shares of our common stock (or between 59.6% and 66.2% if the additional consideration described above is paid in full in shares of our common stock), depending on the number of our shareholders that exercise their right to have their shares converted into cash, up to 29.99%. Such percentages do not include securities that may be purchased by IDE shareholders from third parties or in the open market at or prior to the closing of the Merger, or additional shares that may be converted into cash during the extension vote. We intend to use our remaining cash following completion of the Merger (after accounting for shareholders that demand a cash conversion of their shares, for taxes owing and for transaction expenses) to finance our operations and future growth, if any, and to provide capital for any acquisitions.

Concurrent with the closing of the Merger, shares of our common stock having a value of $12,500,000 (based on the Trust Value Per Share) of the shares to be received by IDE shareholders as Merger consideration at the closing of the Merger will be placed in escrow until ten (10) business days following the filing of our annual report on Form 10-K for the year ended December 31, 2009, to provide for the payment of any indemnification claims that we may make against IDE shareholders under the Merger Agreement. The escrowed shares represent our sole recourse against IDE and its shareholders for indemnification claims under the Merger Agreement.

We will use the amount currently held in the trust account, which was approximately $114.7 million as of March 31, 2009, as follows:

· Our shareholders electing to exercise their conversion rights will receive their pro rata portion of the funds deposited in the trust account; and

· The remaining funds in the trust account after the distributions described above will be used to fund the acquisition of IDE as well as to pay transaction expenses, the deferred commission payable to the underwriters of our initial public offering and provide cash on the balance sheet to be used for potential future acquisitions, working capital and other general corporate purposes.

Proposed Extension Amendments

On April 2, 2009, we announced that our board of directors approved amendments to our Certificate of Incorporation (collectively, the "Extension Amendments"). The Extension Amendments, which will require the affirmative vote of a majority of our outstanding common stock as of the close of business on the record date, which is April 20, 2009, would (i) extend the date by which we must complete a Business Combination from May 18, 2009 to July 15, 2009, to avoid being required to liquidate; and (ii) allow public holders of less than 50% of our outstanding common stock who vote against the Extension Amendments and elect conversion to convert their respective shares into a portion of the funds available in the Trust Account. In connection with the Extension Amendments, the trust agreement that we entered into in connection with our initial public offering would be amended to extend the date by which the trust account must be liquidated from May 18, 2009 to July 15, 2009. However, we cannot assure you that the Extension Amendments will be approved or that, if approved, that we will complete a Business Combination by July 15, 2009. All of our Initial Stockholders have agreed to vote any common stock owned by them in favor of the Extension Amendments. On the record date, the Initial Stockholders beneficially owned and were entitled to vote an aggregate of 3,125,000 shares of common stock, representing approximately 17.9% of the Company's issued and outstanding common stock.

Approval by IDE's Shareholders

The approval of the Merger required the affirmative vote of a majority of the outstanding shares of IDE common stock and IDE preferred stock voting as a single class. The Merger was approved by 100% of the shareholders of IDE.

Conversion Rights

Pursuant to our amended and restated certificate of incorporation, as currently in effect, a holder of shares of our common stock issued in the initial public offering or purchased in the open market following our initial public offering may, if the shareholder votes against the Merger, demand that we convert such shares into cash. If properly demanded, upon consummation of the Merger, we will convert each share of common stock as to which such demand has been made into a pro rata portion of the trust account which consists of approximately $114.7 million as of March 31, 2009. Based on the amount of cash held in the trust account as of March 31, 2009, without taking into account amounts allowed to be withdrawn for working capital or amounts to pay income and franchise taxes accrued after such date, our shareholders will be entitled to convert each share of common stock that they hold into approximately $7.98 (which does not take into account our warrants or any shares of stock owned by our initial shareholders prior to our initial public offering). If a shareholder converts its shares of common stock, it will still have the right to exercise the warrants received as part of the units in accordance with the terms thereof. If the Merger is not completed, then these shares will not be converted into cash. If the Merger is not completed, then no shares will be converted to cash, even if a shareholder has so elected. The Merger will not be completed if holders of 4,312,500 or more shares of our common stock issued in our initial public offering vote against the Merger and exercise their conversion rights.

No Assurance as to Completion of Merger

We cannot assure you that we will be able to complete the proposed Merger with IDE pursuant to the terms of the Merger Agreement, or at all. Further, if our shareholders do not approve the Merger and certain of the other matters that are being voted on by our shareholders at our upcoming special meeting of shareholders, we will not be able to consummate the Merger. If we do not complete the Merger with IDE and we are not able to consummate another Business Combination by May 18, 2009 (July 15, 2009 if the Extension Amendments are approved by our stockholders), we will be forced to liquidate our assets and the per-share liquidation distribution may be less than the initial public offering price of our units because of the underwriting commissions and expenses related to our initial public offering, our general and administrative expenses and the costs of seeking a Business Combination. These factors, among others, raise substantial doubt about our ability to continue operations as a going concern. Our condensed financial statements, which accompany this quarterly report, do not include any adjustments that may result from the outcome of this uncertainty.

The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Our actual results could materially differ from those estimates. We refer you to Note 2 of our condensed financial statements included in Item 1 of Part I of this quarterly report for a summary of our significant accounting policies.

Results of Operations:

Our results of operations decreased $782,501 during the three month period ended March 31, 2009 in comparison to the three month period ended March 31, 2008. This decrease was due to lower interest income earned due to lower interest rates and higher operating costs incurred primarily from the proposed merger with IDE.

Our net loss of $478,693 for the three months ended March 31, 2009 was comprised of $66,596 of interest income on investments held in trust, offset by formation and operating costs of $793,289 and a benefit for income taxes of $248,000. Our net income of $303,808 for the three months ended March 31, 2008 was comprised of $868,432 of interest income on investments held in trust, offset by formation and operating costs of $268,624 and a provision for income taxes of $296,000.

Our net income of $711,462 for the period from inception (August 1, 2006) through March 31, 2009 was comprised of $5,769,626 of interest income on investments held in trust, offset by formation and operating costs of $3,697,164 and a provision for income taxes of $1,361,000.

Liquidity and Capital Resources:

As of March 31, 2009, after giving effect to the sale of units upon the exercise
of the underwriters' over-allotment option and our operations after we completed
our initial public offering, including our withdrawal of approximately
$4,916,026 in the aggregate of the interest earned on the funds held in the
trust account through such date, $114,737,671, was held in trust. The following
table shows the total funds held in the trust account through March 31, 2009:

Net proceeds from our initial public offering and private placement of
warrants to Columbus Holdings placed in trust                            $ 109,950,000

Deferred underwriters' discounts and commissions                         $   3,450,000

Total interest received to date                                          $   6,253,697

Less total interest disbursed to us for working capital and tax
purposes through March 31, 2009                                          $  (4,916,026 )

Total funds held in trust account through March 31, 2009                 $ 114,737,671

We believe that the net proceeds that are held in trust will be sufficient to allow us to consummate a Business Combination. If the net proceeds held in trust prove to be insufficient,, we may be required to seek additional financing through the issuance of additional shares of our common or preferred stock, or obtain acquisition financing from a commercial or other lender, to complete a Business Combination. As of the date of this quarterly report and for the past several months, the financial markets generally, and the credit markets in particular, are and have been experiencing substantial turbulence and turmoil, and extreme volatility, both in the United States and, increasingly, in other markets worldwide. Although we believe that the U.S. Federal Reserve Bank, as well as the central banks throughout Europe and Asia, have taken extraordinary measures to seek to avert what has been commonly referred to in the business press as a "liquidity crisis," we cannot assure you that any of their actions or any other actions or events will have a positive impact and cause the present situation to dissipate. The current market situation has resulted generally in substantial reductions in available loans to a broad spectrum of businesses, increased scrutiny by lenders of the credit-worthiness of borrowers, more restrictive covenants imposed by lenders upon borrowers under credit and similar agreements and, in some cases, increased interest rates under commercial and other loans. If we require or are relying upon additional financing to complete a Business Combination, we cannot assure you that such financing will be available upon commercially acceptable terms or at all. To the extent that additional financing proves to be unavailable when needed to consummate a particular Business Combination, we would be compelled to either restructure the transaction or abandon that particular Business Combination and seek to effect a Business Combination with an alternative target business. In addition, even if we do not need additional financing to consummate a Business Combination, we may require additional financing to fund the operations or growth of the target business. The failure to secure such financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection with, or following, a Business Combination.

We may issue additional capital stock or debt securities to finance a Business Combination. The issuance of additional capital stock (currently 2,225,000 authorized but unissued and unreserved shares of our common stock available for issuance), 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):

. . .