The healthcare industry constitutes a large and growing segment of the United States economy. According to “Modern Healthcare’s By the Numbers” (December 18, 2006), HHS has found that healthcare expenditures in the United States have increased consistently during the last twenty-six years, rising from $254.9 billion in 1980 to a projected $2,169.5 billion in 2006.

HHS also found that national healthcare spending, expressed as a percentage of U.S. GDP has increased from 9.1% in 1980 to an estimated 16.5% in 2006. HHS expects that the healthcare industry will continue to grow both in absolute dollars and as a percentage of GDP and projects that by the year 2015, healthcare expenditures in the United States could increase to as much as $4,043.6 billion or 20% of GDP. The substantial growth in national healthcare spending has had, and management expects it to continue to have, an impact on every major sector of the healthcare industry.

The size of the elderly population, the segment with the largest per capita usage of healthcare services, is increasing more rapidly than the rest of the population in the United States. According to the Federal Interagency Forum on Aging-Related Statistics, citing the U.S. Census Bureau, in 1970 approximately 9.9% of the U.S. population was aged 65 and older; by 2000 this number had risen to 12.7% of the population; and by the year 2030, the over-65 segment is expected to account for 20.0% of the population.

According to Thomson Financial, total dollars spent to acquire healthcare companies has continued to increase over the last few years from $95.7 billion in 2004, to $132.2 billion in 2005, and a record $197.4 billion in 2006. The total number oftransactions has also increased from 927 in 2004 to 1,049 in 2006, representing $103.2 million and $188.2 million per transaction in 2004 and 2006, respectively. This increase in merger and acquisition activity illustrates the continued attractiveness of healthcare assets and the willingness of healthcare companies to partner with both strategic and financial buyers

The Company is not presently engaged in, and it will not engage in, any substantive commercial business for an indefinite period of time following the offering.

The Company intends to utilize cash derived from the proceeds of the offering and the private placement, its capital stock, debt or a combination of these in effecting a business combination.

The Company’s initial business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself.

To date, the Company has not selected any target business on which to concentrate its search for a business combination.

The Company estimates that the net proceeds from the sale of the units, after deducting offering expenses of approximately $525,000 and underwriting discounts of approximately $7 million, or $8.05 million if the over-allotment option is exercised in full, will be approximately $92.5 million, or approximately $106.4 million if the over-allotment option is exercised in full.