**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**







**FORM
      10-K**





**x
      ANNUAL REPORT PURSUANT
      TO SECTION 13 OR 15(d) OF**


**THE
      SECURITIES EXCHANGE ACT OF 1934**


For
      the
      fiscal year ended December 31, 2007





or





**o
      TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF**


**THE
      SECURITIES EXCHANGE ACT OF 1934**




For
      the
      transition period from _________ to _________





Commission
      File Number 001-33467





**COLUMBUS
      ACQUISITION CORP.**


(Exact
      name of registrant as specified in its charter)





**Delaware**
            **20-533217***(State
                or other jurisdiction of incorporation or
                organization)*
            *(I.R.S.
                Employer Identification No.)***153
                E. 53****rd****Street, 58****th****floor****New
                York, New York**
            **10022***(Address
                of principal executive offices)*
            *(Zip
                Code)*





**(212)
                418-9600***(Registrant's
                telephone number, including area
                code)*





**Securities
      registered pursuant to Section 12(b) of the Act:**





Title
                of each class
            
            Name
                of each exchange on which registeredCommon
                Stock, par value $0.0001 per share
            
            American
                Stock ExchangeWarrants,
                each exercisable to purchase one share of Common Stock
            
            American
                Stock ExchangeUnits,
                each consisting of one share of Common Stock and one
                Warrant
            
            American
                Stock Exchange





Securities
      registered pursuant to Section 12(g) of the Act: None





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. Yes o No x





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act. Yes o No x





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x No o





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
      be contained, to the best of registrant’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-K
      or any amendment to this Form 10-K. x





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “accelerated filer,” “large accelerated filer” and smaller
      reporting company in Rule 12b-2 of the Exchange Act.





Large
                accelerated filer o
            Accelerated
                filer o
            Non-accelerated
                filer x
            Smaller
                reporting company o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act). Yes x No o





There
      aggregate market value of the registrant’s voting and non-voting common equity
      held by non-affiliates of the registrant was 106,518,750 as of June 29, 2007
      (the last business day of the registrant’s most recently completed second fiscal
      quarter). In determining the market value of the voting or non-voting common
      equity held by non-affiliates of the registrant, securities of the registrant
      beneficially owned by the directors and officers of the registrant have been
      excluded. This determination of affiliate status is not necessarily a conclusive
      determination for any other purpose.





The
      number of shares of the registrant’s common stock, par value $0.0001 per share,
      outstanding as of March 24, 2008 was 17,500,000.





**DOCUMENTS
      INCORPORATED BY REFERENCE:**




None.







**Table
      of Contents**




*Page***PART
                I****Item
                1.**
            Business
            3**Item
                1A.**
            Risk
                Factors
            14**Item
                1B.**
            Unresolved
                Staff Comments
            28**Item
                2.**
            Properties
            29**Item
                3.**
            Legal
                Proceedings
            29**Item
                4.**
            Submission
                of Matters to a Vote of Security Holders
            29**PART
                II****Item
                5.**
            Market
                for Registrant’s Common Equity, Related Stockholder Matters and Issuer
                Purchases of Equity Securities
            29**Item
                6.**
            Selected
                Financial Data
            32**Item
                7.**
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            33**Item
                7A.**
            Quantitative
                and Qualitative Disclosures about Market Risk
            38**Item
                8.**
            Financial
                Statements and Supplementary Data
            39**Item
                9.**
            Changes
                in and Disagreements With Accountants on Accounting and Financial
                Disclosure
            40**Item
                9A(T).**
            Controls
                and Procedures
            40**Item
                9B.**
            Other
                Information
            40**PART
                III****Item
                10.**
            Directors,
                Executive Officers and Corporate Governance
            40**Item
                11.**
            Executive
                Compensation
            45**Item
                12.**
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            46**Item
                13.**
            Certain
                Relationships and Related Transactions
            47**Item
                14.**
            Principal
                Accountant Fees and Services
            49**PART
                IV****Item
                15.**
            Exhibits,
                Financial Statement Schedules
            49**SIGNATURES**
            52




2


**PART
      I**




**Item
              1.**
            **Business**




Reference
      to “we,” “us,” or the “Company” are to Columbus Acquisition Corp.




**Overview**




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.




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 purchase
      price
      of $25,000. Andrew
      Intrater, our Chairman, President and Chief Executive Officer, controls Columbus
      Acquisition Holdings, LLC in his capacity as its sole managing member. Mr.
      Intrater, Jason Epstein, Paul F. Lipari and Michael Sloan, each of whom is
      a
      member of our management team, as well as Jay M. Haft and Marcel Schlumberger
      (who are each affiliated with Columbus Nova, a private investment firm for
      which
      Mr. Intrater serves as Chief Executive Officer), are each members of Columbus
      Acquisition Holdings, LLC, and own approximately 36.2%, 16.2%, 16.2%, 14%,
      2.28%, 11.6% and 3.5%, respectively, of the Series A membership interests of
      Columbus Acquisition Holdings LLC. Columbus Holdings subsequently transferred
      30,000 of these shares to each of Barry J. Rourke, Eric Zachs, Rolf Zimmermann
      and Jason Lustig, members of our board of directors, for $0.008 per share (for
      a
      purchase price of $240 each) and 312,500 of these shares to Michael W. Ernestus,
      our Executive Director (for a purchase price of $2,500). As of the date of
      this
      annual report, Columbus Acquisition Holdings, LLC, Messrs. Rourke, Zachs,
      Zimmermann, Lustig and Ernestus own 2,692,500, 30,000, 30,000, 30,000, 30,000
      and 312,500 shares of our common stock, respectively. We
      refer
      to Columbus Acquisition Holdings LLC as “Columbus Holdings” in this annual
      report.




On
      May
      23, 2007, we completed our initial public offering of 12,500,000 units, and
      an
      additional 1,875,000 units relating 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 one share of our
      common stock from us 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 refer to our stockholders who purchased our units in our initial public
      offering or in the open market following our initial public offering as our
      “public stockholders.” At the closing of our initial public offering, we paid
      $4,600,000 in underwriting discounts and approximately $600,000 for
      offering-related costs and expenses, and the balance of $3,450,000 of
      underwriting discounts and commissions was deferred and has been 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
      purchase price of $3,650,000. These warrants (which we refer to as “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 these 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 our insider warrants, was placed in
      a
      trust account immediately following the completion of our initial public
      offering. This amount includes $3,450,000 (of the total of $8,050,000) of
      underwriting discounts and commissions, payable to the underwriters of our
      initial public offering. The underwriters have agreed that this deferred 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. The funds held in trust are currently
      invested in a money market fund that invests in short-term securities issued
      or
      guaranteed by the United States. Except with respect to interest income that
      may
      be released to us from time to time upon our request of (i) up to $1,750,000
      to
      fund our expenses related to investigating and selecting a target business
      and
      our other working capital requirements and (ii) any additional amounts we may
      need to pay our income or other tax obligations, the proceeds from our initial
      public offering that are held in trust will not be released from the trust
      account until the earlier of (A) the time that we complete a business
      combination with one or more operating businesses and (B) our liquidation,
      if we
      do not complete a business combination on or before May 18, 2009. The proceeds
      held in the trust account may be used as consideration to pay the sellers of
      a
      target business with which we complete a business combination. Any amounts
      not
      paid as consideration to the sellers of such target business may be used to
      finance operations of the target business or for other valid corporate
      purposes.


3


We
      will
      continue to earn interest on the trust account prior to consummating a business
      combination, and will use up to $1,750,000 of such interest to fund our expenses
      related to investigating and selecting a target business and our other working
      capital requirements. Our initial business combination must be with a target
      business or businesses with a fair market value of at least 80% of the balance
      in the trust account at the time of such business combination (excluding the
      deferred underwriting discounts and commissions of approximately $3,450,000
      described above). We currently believe that we have sufficient available funds
      to effect a business combination with an operating business on or prior to
      May
      18, 2009. However, we cannot assure you that this will be the case. Please
      refer
      to Item 1A of Part I of this annual report under the heading “Risk Factors” 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 ability to effect
      a business combination.




Our
      efforts in identifying a prospective target business will not be limited to
      a
      particular industry. Instead, we intend to focus on industries and target
      business that may provide significant opportunities for growth.




After
      completion of our initial public offering, we began contacting various
      unaffiliated sources, including investment bankers, venture capital funds,
      private equity funds, leveraged buyout funds, management buyout funds and other
      members of the financial community in order to generate opportunities for a
      suitable business combination. We also received unsolicited inquiries from
      several unaffiliated sources, including investment bankers, venture capital
      funds, private equity funds, leveraged buyout funds, management buyout funds
      and
      other members of the financial community. We informed these contacts that we
      were seeking to effect a business combination with an operating business. We
      did
      not retain an investment banking firm or other financial advisor to conduct
      a
      formal search for a business combination. Criteria for suitability included
      our
      management's assessment of the competitive strengths and weaknesses of the
      potential business targets, the outlook for the sectors in which the targets
      operated, the strength of the management team and the quality of the assets
      to
      be acquired, as described in more detail below under the heading “Business
      Strategy.” Certain potential targets were considered unsuitable because they
      operated in industries that our management believed did not have good economic
      potential. Other targets were considered by our management to have too great
      a
      level of business risk due to poor asset quality or poor or erratic financial results. We continue
      to investigate opportunities for a business combination with a target business
      on a regular basis; however, as of the date of this annual report, we have
      not
      reached a definitive agreement to acquire any target company or companies with
      which we would consummate a business combination.




**Business
      Strategy**




We
      have
      identified and use the following guidelines that we believe are important in
      evaluating prospective target businesses and business combination opportunities.
      However, we may decide to enter into a business combination with a target
      business or businesses that do not meet one or more of these
      guidelines.




·
            ***Established
                companies with positive cash flow*****.**We
                are generally seeking to acquire established companies with a history
                of
                positive cash earnings before interest, taxes, depreciation and
                amortization. We do not currently plan to acquire start-up companies,
                companies with speculative business plans or companies that we believe
                have significant technology risk.




·
            ***Strong
                competitive position in industry*****.**We
                analyze the strengths and weaknesses of target businesses relative
                to
                their competitors. The factors we consider include product quality,
                customer loyalty, cost impediments associated with customers switching
                to
                competitors, patent protection, brand positioning and capitalization.
                We
                are seeking to acquire businesses that have developed strong positions
                within their respective markets, are well positioned to capitalize
                on
                growth opportunities and operate businesses or in industries with
                significant barriers to entry. We are seeking to acquire businesses
                that
                demonstrate advantages when compared to their competitors, which
                may help
                to protect their market position and
                profitability.




·
            ***Experienced
                management team***.
                We are seeking to acquire businesses that have experienced management
                teams with a proven track record for delivering growth and profits
                through
                strategic business management and effective team
                building.




·
            ***Diversified
                customer and supplier base*****.**We
                are seeking to acquire businesses that have a diversified customer
                and
                supplier base. We believe that companies with a diversified customer
                and
                supplier base are generally better able to endure economic downturns,
                industry consolidation, changing business preferences and other factors
                that may negatively impact their customers, suppliers and
                competitors.


4


**Transaction
      Structures**




We
      believe the majority of the transactions we have reviewed and will continue
      to
      review and consider fall or will fall into one or more of the following
      categories:




·
            ***Growth
                Scenarios***—situations
                where companies have the opportunity for growth through market
                development, incremental marketing, or increases in working capital.




·
            ***Fragmented
                Industries***—industries
                characterized by a large number of small to mid-size firms in which
                opportunities may arise.




·
            ***Divisional
                Spin-outs***—operating
                units or subsidiaries of companies that may have been neglected by
                the
                parent in terms of focus, resources or funding and may no longer
                be
                considered strategic or core business
                units.




**Competitive
      Strengths**




We
      believe that we have the following competitive strengths, which will help us
      compete for an attractive business combination opportunity. However, we cannot
      assure you that we will be able to locate a target business or that we will
      succeed in consummating a business combination.




·
            ***Experienced
                Transaction Investors.***Our management team, including our officers and directors, has been
                involved in transaction development, acquisition due diligence,
                structuring, negotiating and closing acquisition and growth financing
                transactions in both the public and private markets. In addition,
                our
                management team has served on the boards of directors of acquiring
                and
                acquired private and public companies.




·
            ***Extensive
                Public and Private Equity and Mergers and Acquisitions Experience
                and
                Contacts.*****Our management team has significant experience and contacts in the
                public
                and private equity markets and the mergers and acquisitions industry.
                In
                addition, our management team has a network of business relationships
                with
                executives and board members of privately held companies. We believe
                that
                these contacts will provide our management team with access to acquisition
                opportunities.




·
            ***Management
                Acquisition and Operating Experience.***Our management team has acquisition and operating experience in a
                variety
                of industries in Europe, Russia and the United States. We believe
                that
                this experience provides us with a competitive advantage in evaluating
                businesses and acquisition opportunities in these regions. This experience
                also assists us in evaluating whether acquisition targets have the
                human
                and other resources necessary to sustain themselves as publicly traded
                companies.




**Effecting
      a Business Combination**




***General***




We
      intend
      to utilize the cash proceeds of our initial public offering and the private
      placement of our insider warrants, as well as our capital stock, debt or a
      combination of these as consideration to effect a business combination. Although
      substantially all of the net proceeds of our initial public offering are
      intended to be applied generally toward effecting a business combination, the
      proceeds are not otherwise being designated for any more specific purposes,
      other than described below. If we engage in a business combination with a target
      business using our capital stock and/or debt financing in whole or in part
      as
      the consideration to fund the business combination, any remaining proceeds
      from
      our initial public offering and the private placement of the insider warrants
      will then be used to undertake additional acquisitions or to fund the operations
      of the target business on a post-combination basis. We may engage in a business
      combination with a company that does not need substantial additional capital
      but
      that desires to establish a public trading market for its securities, while
      avoiding what it may deem to be adverse consequences and risks of undertaking
      a
      public offering of its own securities. These include time delays, significant
      expense, loss of voting control and compliance with various Federal and state
      securities laws. In the alternative, we may seek to consummate a business
      combination with a company that may be financially unstable or in its early
      stages of development or growth. While we may seek to effect a business
      combination with more than one target business, we anticipate that we will
      effect only a single business combination prior to May 18,
      2009.


5


We
      are
      seeking to have all vendors, prospective target businesses or other entities
      with whom we contract prior to completing a business combination, who we refer
      to as potential contracted parties or a potential contracted party, execute
      agreements with us waiving any right, title, interest or claim of any kind
      whatsoever in or to any funds held in the trust account for the benefit of
      our
      public stockholders. Such a waiver will apply to any kind of right, title,
      interest or claim that a potential contracted party may have. In the event
      that
      a potential contracted party refuses to execute such a waiver, we will execute
      an agreement with that entity only if our management first determines that
      we
      would be unable to obtain, on a reasonable basis, substantially similar services
      or opportunities from another entity willing to execute such a waiver. Examples
      of instances where we may engage a third party that refused to execute a waiver
      would be the engagement of a third party consultant whose particular expertise
      or skills are believed by management to be superior to those of other
      consultants that would agree to execute a waiver or a situation in which
      management does not believe it would be able to find a provider of required
      services willing to provide the waiver. If a vendor or service provider or
      a
      prospective target business refuses to execute such a waiver, then Mr. Intrater
      will be personally liable to cover the potential claims made by such party,
      but
      only if, and to the extent that, the claims would otherwise reduce the trust
      account proceeds payable to our public stockholders in the event of our
      liquidation.




Subject
      to the requirement that a target business has a fair market value of at least
      80% of our net assets at the time of the acquisition, as described below in
      more
      detail, we have virtually unrestricted flexibility in identifying and selecting
      a prospective acquisition candidate. Other than the broad guidelines described
      above, we have not established any specific attributes or criteria f or
      prospective target businesses. Accordingly, there is no reliable basis for
      investors in the initial public offering to currently evaluate the possible
      merits or risks of the target business with which we may ultimately complete
      a
      business combination. To the extent we effect a business combination with a
      company that does not have a stable history of earnings and growth or an entity
      that is in a relatively early stage of its development or growth, including
      entities without established records of sales or earnings, we may be affected
      by
      numerous risks inherent in the business and operations of that company. Although
      our management will endeavor to evaluate the risks inherent in a particular
      target business, we cannot assure you that we will properly ascertain or assess
      all significant risk factors.




***Sources
      of Target Businesses***




Target
      business candidates have been, and we anticipate will continue to be, brought
      to
      our attention from various unaffiliated sources, including investment bankers,
      venture capital funds, private equity funds, leveraged buyout funds, management
      buyout funds and other members of the financial community. Target businesses
      may
      also be brought to our attention by such unaffiliated sources as a result of
      being solicited by us through calls or mailings. These sources may also
      introduce us to target businesses they think we may be interested in on an
      unsolicited basis. Our officers and directors as well as their affiliates may
      also bring to our attention target business candidates that they become aware
      of
      through their business contacts as a result of formal or informal inquiries
      or
      discussions they may have, as well as attending trade shows or conventions.
      While we do not presently anticipate engaging the services of professional
      firms
      or other individuals that specialize in business acquisitions on any formal
      basis, we may engage these firms or other individuals in the future, in which
      event we may pay a finder's fee, consulting fee or other compensation to be
      determined in an arm's length negotiation based on the terms of the transaction.
      In no event, however, will any of our existing officers, directors or initial
      stockholders, or any entity with which they are affiliated, be paid any finder's
      fee, consulting fee or other compensation from us or any third party, including
      the prospective target, prior to, or for any services they render in order
      to
      effectuate, the consummation of a business combination (regardless of the type
      of transaction that it is). There is no business affiliated with our officers
      or
      directors that is currently being considered as a potential target, but if
      we
      decide to enter into a business combination with a target business that is
      affiliated with any of our officers or directors, we would do so only if we
      obtained an opinion from an independent investment banking firm that the
      business combination is fair to our unaffiliated stockholders from a financial
      point of view. Following a business combination, our management may receive
      a
      fee for prospective services they may render to the target business, subject
      to
      the approval of a majority of the disinterested members of our board. We may
      pay
      a finder's fee to any unaffiliated party that provides information regarding
      prospective targets to us. Any such fee would be conditioned on our consummating
      a business combination with the identified target. We anticipate that such
      fees,
      if any, would be a percentage of the consideration associated with such business
      combination, with the percentage to be determined based on local market
      conditions at the time of such combination.


6


***Selection
      of a Target Business and Structuring of a Business
      Combination***




Andrew Intrater,
      the Chairman of the Board and Chief Executive Officer, Paul Lipari, a Senior
      Vice President, Jason Epstein, a Senior Vice President and Michael Ernestus,
      the
      Executive Director and President are
      supervising the process of evaluating prospective target businesses, and we
      they
      devote substantial time to the search for an acquisition candidate. They are
      assisted by the rest of our management team, together with our outside
      attorneys, accountants and other representatives.




Subject
      to the requirement that our initial business combination must be with a target
      business with a fair market value of at least 80% of our net assets at the
      time
      of such acquisition, our management has virtually unrestricted flexibility
      in
      identifying and selecting a prospective target business. In evaluating a
      prospective target business, our management considers, among other factors,
      the
      following:




·
            financial
                condition and results of operation;




·
            cash
                flow potential;




·
            growth
                potential;




·
            experience
                and skill of management and availability of additional
                personnel;




·
            capital
                requirements;




·
            competitive
                position;




·
            regulatory
                or technical barriers to entry;




·
            stage
                of development of the products, processes or
                services;




·
            security
                measures employed to protect technology, trademarks or trade
                secrets;




·
            degree
                of current or potential market acceptance of the products, processes
                or
                services;




·
            proprietary
                features and degree of intellectual property or other protection
                of the
                products, processes or services;




·
            regulatory
                environment of the industry; and




·
            costs
                associated with effecting the business
                combination.




These
      criteria are not intended to be exhaustive. Any evaluation relating to the
      merits of a particular business combination will be based, to the extent
      relevant, on the above factors as well as other considerations deemed relevant
      by our management. Management considers these criteria as a whole. For example,
      one target with a balance sheet that is stronger than another target due to
      the
      existence of higher stockholder's equity or other indicia of financial strength
      may have a less established competitive position in its market. We cannot say
      in
      advance which criteria will be most important when evaluating two or more
      potential business combinations. In evaluating a prospective target business,
      we
      will conduct an extensive due diligence review which encompasses, among other
      things, meetings with incumbent management and inspection of facilities, as
      well
      as review of financial and other information which is made available to us.
      This
      due diligence review will be conducted either by our management or by
      unaffiliated third parties we may engage, although we have no current intention
      to engage any such third parties. We are also required to have all prospective
      target businesses execute agreements with us waiving
      any right, title, interest or claim of any kind in or to any monies held in
      the
      trust account . If
      any
      prospective target business refuses to execute such agreement, we will cease
      negotiations with such target business .




The
      structure of a particular business combination may take the form of a merger,
      capital stock change, asset acquisition or other similar structure. Although
      we
      have no commitments as of the date of this annual report to issue our
      securities, we may issue a substantial number of additional shares of our common
      stock or preferred stock, a combination of common and preferred stock, or debt
      securities, to complete a business combination.


7


We
      will
      endeavor to structure a business combination so as to achieve the most favorable
      tax treatment to us, the target business and our and its stockholders. The
      time
      and costs required to select and evaluate a target business and to structure
      and
      complete the business combination cannot presently be ascertained with any
      degree of certainty. Any costs incurred with respect to the identification
      and
      evaluation of a prospective target business with which a business combination
      is
      not ultimately completed will result in a loss to us and reduce the amount
      of
      funds available to complete a business combination with another target business
      or businesses. However, we will not pay any finder's or consulting fees to
      our
      initial stockholders, or any of their respective affiliates, for services
      rendered to or in connection with a business combination.




***Fair
      Market Value of Target Business***




The
      target business that we acquire must have a fair market value equal to at least
      80% of our net assets at the time of such acquisition (all of our assets,
      including the funds then held in the trust account, less our liabilities and,
      the deferred underwriting discounts and commissions of $3,450,000), although
      we may acquire a target business whose fair market value significantly exceeds
      80% of our net assets. In order to consummate such an acquisition, we may issue
      a significant amount of our debt or equity securities to the sellers of such
      businesses and/or seek to raise additional funds through a private offering
      of
      debt or equity securities. We have not entered into any such fund raising
      arrangement and currently have no intention of doing so. The fair
      market value of the target business will be determined by our board of directors
      based upon standards generally accepted by the financial community, such as
      actual and potential sales, earnings, cash flow, book value and, where
      appropriate, upon the advice of appraisers or other professional consultants.
      If
      our board is not able to independently determine that the target business has
      a
      sufficient fair market value, we will obtain an opinion from an unaffiliated,
      independent investment banking firm with respect to the satisfaction of such
      criteria as a condition to engaging in a business combination with such target
      business. Since
      any
      opinion, if obtained, would merely state that fair market value meets the 80%
      of
      net assets threshold, it is not anticipated that copies of such opinion would
      be
      distributed to our stockholders, although copies will be provided to
      stockholders who request such opinion. We will not be required to obtain an
      opinion from an investment banking firm as to the fair market value if our
      board
      of directors independently determines that the target business complies with
      the
      80% threshold. To reduce potential conflicts of interest, we will not consummate
      a business combination with an entity that is affiliated with any member of
      our
      board of directors, management or initial stockholders unless we obtain an
      opinion from an independent investment banking firm that the business
      combination is fair to our stockholders from a financial point of view. In
      the
      event that we obtain such opinion, we will file it with the Securities and
      Exchange Commission (the “SEC”).




***Lack
      of Business Diversification***




Our
      business combination must be with a target business or businesses that satisfy
      the minimum valuation standard at the time of such acquisition, as discussed
      above, although this process may entail the simultaneous acquisitions of several
      operating businesses. Therefore, at least initially, the prospects for our
      success may be entirely dependent upon the future performance of a single
      business. Unlike other entities that may have the resources to complete several
      business combinations of entities operating in multiple industries or multiple
      areas of a single industry, it is probable that we will not have the resources
      to diversify our operations or benefit from the possible spreading of risks
      or
      offsetting of losses. By consummating a business combination with only a single
      entity, our lack of diversification may:




·
            subject
                us to numerous economic, competitive and regulatory developments,
                any or
                all of which may have a substantial adverse impact upon the particular
                industry in which we may operate subsequent to a business combination,
                and




·
            result
                in our dependency upon the performance of a single operating business
                or
                the development or market acceptance of a single or limited number
                of
                products, processes or services.




If
      we
      determine to simultaneously acquire several businesses and such businesses
      are
      owned by different sellers, we will need for each of such sellers to agree
      that
      our purchase of its business is contingent on the simultaneous closings of
      the
      other acquisitions, which may make it more difficult for us, and delay our
      ability, to complete the business combination. With multiple acquisitions,
      we
      could also face additional risks, including additional burdens and costs with
      respect to possible multiple negotiations and due diligence investigations
      (if
      there are multiple sellers) and the additional risks associated with the
      subsequent assimilation of the operations and services or products of the
      acquired companies in a single operating business.


8


***Limited
      Ability to Evaluate the Target Business' Management***




Although
      we have closely scrutinized the management of a prospective target business
      when
      evaluating the desirability of effecting a business combination and intend
      to
      continue to do so, we cannot assure you that our assessment of the target
      business' management will prove to be correct. In addition, we cannot assure
      you
      that the future management will have the necessary skills, qualifications or
      abilities to manage a public company. Furthermore, the future role of our
      officers and directors, if any, in the target business following a business
      combination cannot be presently stated with any certainty. While it is possible
      that some of our key personnel will remain in a senior management or advisory
      position with us following a business combination, it is unlikely that these
      individuals will devote their full time efforts to our affairs subsequent to
      a
      business combination. Moreover, they would only be able to remain with the
      company after the consummation of a business combination if they are able to
      negotiate employment or consulting agreements in connection with the business
      combination. Such negotiations would take place simultaneously with the
      negotiation of the business combination and could provide for them to receive
      compensation in the form of cash payments and/or our securities for services
      they would render to us after the consummation of the business combination.
      While the personal and financial interests of our key personnel may influence
      their motivation in identifying and selecting a target business, their ability
      to remain with the company after the consummation of a business combination
      will
      not be the determining factor in our decision as to whether or not we will
      proceed with any potential business combination. Additionally, we cannot assure
      you that our officers and directors will have significant experience or
      knowledge relating to the operations of the particular target business.




Following
      a business combination, we may seek to recruit additional managers to supplement
      the incumbent management of the target business. We cannot assure you that
      we
      will have the ability to recruit additional managers, or that any such
      additional managers we do recruit will have the requisite skills, knowledge
      or
      experience necessary to enhance the incumbent management.




***Opportunity
      for Stockholder Approval of Business Combination***




Prior
      to
      the completion of a business combination, we will submit the transaction to
      our
      stockholders for approval, even if the nature of the acquisition is such as
      would not ordinarily require stockholder approval under applicable state law.
      In
      connection with any such transaction, we will also submit to our stockholders
      for approval a proposal to amend our amended and restated certificate of
      incorporation to provide for our corporate life to continue perpetually
      following the consummation of such business combination. We will consummate
      a
      business combination only if stockholders approve both such business combination
      and our amendment to extend our corporate life.




In
      connection with seeking stockholder approval of a business combination, we
      will
      furnish our stockholders with proxy solicitation materials prepared in
      accordance with the Securities Exchange Act of 1934, as amended, which, among
      other matters, will include a description of the operations of the target
      business and audited historical financial statements of the
      business.




In
      connection with the vote required for any business combination, all of our
      initial stockholders have agreed to vote their respective shares of common
      stock
      acquired by them prior to our initial public offering (which we refer to as
      the
“initial shares”) in accordance with the majority of the shares of common stock
      voted by our public stockholders. This voting arrangement will not apply to
      shares included in units purchased in our initial public offering or purchased
      following our initial public offering in the open market by any of our initial
      stockholders, officers or directors. Accordingly, they may vote these shares
      on
      a proposed business combination any way they choose. We will proceed with the
      business combination only if a majority of the shares of common stock voted
      by
      the public stockholders are voted in favor of the business combination and
      public stockholders owning 30% or more of the shares sold in our initial public
      offering do not both exercise their conversion rights and vote against the
      business combination.


9


***Conversion
      Rights***




At
      the
      time we seek stockholder approval of any business combination, we will offer
      each public stockholder the right to have such stockholder's shares of common
      stock converted to cash if the stockholder votes against the business
      combination and the business combination is approved and completed. Our initial
      stockholders will not have such conversion rights with respect to any shares
      of
      common stock owned by them, directly or indirectly, whether included in their
      initial shares or underlying units purchased by them in our initial public
      offering or purchased by them in the aftermarket (nor will they seek appraisal
      rights with respect to such shares if appraisal rights would be available to
      them). The actual per-share conversion price will be equal to the amount in
      the
      trust account (a portion of which is made up of $3,450,000 in deferred
      underwriting discounts and commissions), inclusive of any interest thereon
      not
      previously released to us for working capital requirements, as of two business
      days prior to the proposed consummation of a business combination, divided
      by
      the number of shares of common stock underlying the units sold in our initial
      public offering. Without taking into account any interest earned on the trust
      account, the initial per-share conversion price would be approximately $7.89,
      or
      $0.11 less than the per-unit offering price of $8.00.




An
      eligible stockholder may request conversion at any time after the mailing to
      our
      stockholders of the proxy statement and prior to the vote taken with respect
      to
      a proposed business combination at a meeting held for that purpose, but the
      request will not be granted unless the stockholder votes against the business
      combination and the business combination is approved and completed.




Any
      request for conversion, once made, may be withdrawn at any time up to the date
      of the stockholders’ meeting convened to vote upon the related business
      combination. Furthermore, if a stockholder delivered its certificate for
      conversion and subsequently decided prior to the meeting not to elect
      conversion, it may simply request that the transfer agent return the certificate
      (physically or electronically). It is anticipated that the funds to be
      distributed to stockholders entitled to convert their shares who elect
      conversion will be distributed promptly after completion of a business
      combination. Public stockholders who convert their common shares into their
      share of the trust account still have the right to exercise any warrants they
      received that comprised a part of the units.




If
      a vote
      on our initial business combination is held and the business combination is
      not
      approved, we may continue to try to consummate a business combination with
      a
      different target until May 18, 2009. If the initial business combination is
      not
      approved or completed for any reason, then public stockholders voting against
      our initial business combination who exercised their conversion rights would
      not
      be entitled to convert their shares of common stock into a pro rata share of
      the
      aggregate amount then on deposit in the trust account. Public stockholders
      would
      be entitled to receive their pro rata share of the aggregate amount on deposit
      in the trust account only in the event that the initial business combination
      they voted against was duly approved and subsequently completed, or in
      connection with our liquidation. We will not complete any business combination
      if public stockholders, owning 30% or more of the shares underlying the units
      sold in our initial public offering, both exercise their conversion rights
      and
      vote against the business combination. Accordingly, it is our understanding
      and
      intention in every case to structure and consummate a business combination
      in
      which public stockholders owning 29.99% of the shares underlying the units
      sold
      in our initial public offering may exercise their conversion rights and the
      business combination will still go forward. We have set the conversion
      percentage at 30% in order to reduce
      the likelihood that a small group of investors holding a block of our common
      stock will be able to stop us from completing a business combination that may
      otherwise approved by a large majority of our public stockholders.




If
      the
      business combination is not approved or completed for any reason, then public
      stockholders voting against such business combination will not be entitled
      to
      convert their common shares into a pro rata share of the aggregate amount then
      on deposit in the trust account. Such public stockholders would only be entitled
      to convert their common shares into a pro rata share of the aggregate amount
      then on deposit in the trust account in the event that such stockholders elect
      to vote against a subsequent business combination that is approved by
      stockholders and completed, or in connection with our dissolution and
      liquidation, discussed below.




Public
      stockholders who convert their common shares into a pro rata share of the trust
      account will be paid promptly their conversion price following their exercise
      of
      conversion rights and will continue to have the right to exercise any warrants
      they own. The initial conversion price is approximately $7.89 per share. Since
      this amount is less than the $8.00 per unit price in our initial public offering
      and may be lower than the market price of our common stock on the date of
      conversion, there may be a disincentive on the part of public stockholders
      to
      exercise their conversion rights, particularly for those stockholders who do
      not
      sell, or receive less than an aggregate of $0.11 of net sales proceeds for,
      the
      warrants included in the units, and persons who purchase common shares in the
      aftermarket at a price in excess of $7.89 per share. Because converting
      stockholders will receive their proportionate share of deferred underwriting
      compensation at the time of closing of our business combination, the
      non-converting stockholders will bear the financial effect of such payments
      to
      both the converting stockholders and the underwriters as a consequence of the
      reduction in our net assets resulting from such distribution.


10


***Liquidation
      if No Business Combination***




Our
      amended and restated certificate of incorporation provides that we will continue
      in existence only until May 18, 2009. If we have not completed a business
      combination by such date, our corporate existence will cease except for the
      purposes of winding up our affairs and liquidating, pursuant to Section 278
      of
      the Delaware General Corporation Law. This has the same effect as if our board
      of directors and stockholders had formally voted to approve our dissolution
      pursuant to Section 275 of the Delaware General Corporation Law. Accordingly,
      limiting our corporate existence to a specified date as permitted by Section
      102(b)(5) of the Delaware General Corporation Law removes the necessity to
      comply with the formal procedures set forth in Section 275 (which would have
      required our stockholders to formally vote to approve our dissolution and
      liquidation). We view this provision terminating our corporate life by May
      18,
      2009 **** as
      an
      obligation to our stockholders. This provision will be amended only in
      connection with, and upon consummation of, our initial business combination
      by
      such date.




If
      we are
      unable to complete a business combination by May 18, 2009 **,** we
      will
      distribute to all of our public stockholders, in proportion to their respective
      equity interests, an aggregate sum equal to the amount in the trust account
      including:




·
            all
                accrued interest, net of income taxes payable on such interest and
                interest income of up to an aggregate of $1,750,000 on the trust
                account
                balance that has been released to us prior to such distribution to
                fund
                our expenses relating to investigating and selecting a target business
                and
                other working capital requirements, including the costs of liquidation;
                and




·
            all
                deferred underwriting discounts and
                commissions,




as
      well
      as any of our remaining net assets (subject to our obligations under Delaware
      law to provide for claims of creditors as described below).




We
      anticipate notifying the trustee of the trust account to begin liquidating
      such
      assets promptly after such date and anticipate it will take no more than 10
      business days to effectuate such distribution. Our initial stockholders have
      waived their rights to participate in any liquidation distribution with respect
      to the common shares owned by them immediately prior to our initial public
      offering. There will be no distribution from the trust account with respect
      to
      our warrants, which will expire worthless. We will pay the costs of liquidation
      from our remaining assets outside of the trust fund. If such funds are
      insufficient, Columbus Holdings has agreed to advance us the funds necessary
      to
      complete such liquidation (currently anticipated to be no more than
      approximately $15,000) and has agreed not to seek repayment of such
      expenses.




If
      we
      were to expend all of the net proceeds of our initial public offering, other
      than the proceeds deposited in the trust account, and without taking into
      account interest, if any, earned on the trust account after payments to us
      for
      working capital and amounts paid or accrued for taxes, the initial per-share
      liquidation price would be $7.89, or $0.11 less than the per unit offering
      price
      of $8.00. The proceeds deposited in the trust account could, however, become
      subject to the claims of our creditors (which could include vendors and service
      providers we have engaged to assist us in any way in connection with our search
      for a target business and that are owed money by us, as well as target
      businesses themselves) which could have higher priority than the claims of
      our
      public stockholders. Andrew Intrater, our Chairman of the Board and Chief
      Executive Officer, has personally agreed, pursuant to an agreement with us
      and
      Lazard Capital Markets LLC that, if we liquidate prior to the consummation
      of a
      business combination, he will be personally liable to pay debts and obligations
      to target businesses or vendors or other entities that are owed money by us
      for
      services rendered or contracted for or products sold to us in excess of the
      net
      proceeds of our initial public offering not held in the trust account. We cannot
      assure you, however, that he would be able to satisfy those obligations in
      all
      instances. Accordingly, the actual per-share liquidation price could be less
      than $7.89, plus interest, due to claims of creditors. Additionally,
      i f
      we are
      forced to file a bankruptcy case or an involuntary bankruptcy case is filed
      against us which is not dismissed, the proceeds held in the trust account could
      be subject to applicable bankruptcy law, and may be included in our bankruptcy
      estate and subject to the claims of third parties with priority over the claims
      of our stockholders. To the extent any bankruptcy claims deplete the trust
      account, we cannot assure you we will be able to return to our public
      stockholders at least $7.89 per share.




Our
      public stockholders will be entitled to receive funds from the trust account
      only in the event of the expiration of our corporate existence and our
      liquidation or if they seek to convert their respective shares into cash upon
      a
      business combination which the stockholder voted against and which is completed
      by us. In no other circumstances will a stockholder have any right or interest
      of any kind to or in the trust account.


11


Under
      the
      Delaware General Corporation Law, stockholders may be held liable for claims
      by
      third parties against a corporation to the extent of distributions received
      by
      them in a dissolution. If the corporation complies with certain procedures
      set
      forth in Section 280 of the Delaware General Corporation Law intended to ensure
      that it makes reasonable provision for all claims against it, including a 60-day
      notice period during which any third-party claims can be brought against the
      corporation, a 90-day period during which the corporation may reject any claims
      brought, and an additional 150-day waiting period before any liquidating
      distributions are made to stockholders, any liability of stockholders with
      respect to a liquidating distribution is limited to the lesser of such
      stockholder's pro rata share of the claim or the amount distributed to the
      stockholder, and any liability of the stockholder would be barred after the
      third anniversary of the dissolution. However, as stated above, it is our
      intention to make liquidating distributions, if required, to our stockholders
      as
      soon as reasonably possible after May 18, 2009 **** and,
      therefore, we do not intend to comply with those procedures. As such, our
      stockholders could potentially be liable for any claims to the extent of
      distributions received by them (but no more) and any liability of our
      stockholders may extend well beyond the third anniversary of such date. Because
      we will not be complying with Section 280, Section 281(b) of the Delaware
      General Corporation Law requires us to adopt a plan that will provide for our
      payment, based on facts known to us at such time, of (i) all existing claims,
      (ii) all pending claims and (iii) all claims that may be potentially brought
      against us within the subsequent 10 years. Accordingly, we would be required
      to
      provide for any claims of creditors known to us at that time or those that
      we
      believe could be potentially brought against us within the subsequent 10 years
      prior to our distributing the funds in the trust account to our public
      stockholders. However, because we are a blank check company, rather than an
      operating company, and our operations will be limited to searching for
      prospective target businesses to acquire, the only likely claims to arise would
      be from our vendors and service providers (such as accountants, lawyers,
      investment bankers, etc.) and potential target businesses. As described above,
      pursuant to the obligation contained in our underwriting agreement, we are
      seeking to have all vendors, service providers and prospective target businesses
      execute agreements with us waiving any right, title, interest or claim of any
      kind whatsoever they may have in or to any monies held in the trust account. Such
      a
      waiver will apply to any kind of right, title, interest or claim that a
      potential contracted party may have. As
      a
      result, we believe the claims that could be made against us will be limited,
      thereby lessening the likelihood that any claim would result in any liability
      extending to the trust. We therefore believe that any necessary provision for
      creditors will be reduced and should not have a significant impact on our
      ability to distribute the funds in the trust account to our public
      stockholders.




If
      we are
      forced to file a bankruptcy case or an involuntary bankruptcy case is filed
      against us that is not dismissed, any distributions received by stockholders
      in
      our dissolution could be viewed under applicable debtor/creditor and/or
      bankruptcy laws as either a "preferential transfer" or a “fraudulent
      conveyance.” As a result, a bankruptcy court could seek to recover all amounts
      received by our stockholders in our dissolution. Furthermore, because we intend
      to distribute the proceeds held in the trust account to our public stockholders
      promptly after May 18, 2009 if we are forced to liquidate, this may be viewed
      or
      interpreted as giving preference to our public stockholders over any potential
      creditors with respect to access to or distributions from our assets.
      Furthermore, our board may be viewed as having breached their fiduciary duties
      to our creditors and/or may have acted in bad faith, and thereby exposing itself
      and our company to claims of punitive damages, by paying public stockholders
      from the trust account prior to addressing the claims of creditors. We cannot
      assure you that claims will not be brought against us for these
      reasons.




**Competition**




In
      identifying, evaluating and selecting a target business, we may encounter
      intense competition from other entities having a business objective similar
      to
      ours. As
      of
      March 14, 2008, based upon publicly available information, approximately 72
      blank check companies that have completed initial public offerings in the United
      States with more than approximately $13.2 billion in trust that are seeking
      to
      carry out a business plan similar to our business plan. Furthermore, as of
      March
      14, 2008, there are approximately 83 additional blank check companies that
      are
      still in the registration process but have not completed initial public
      offerings, which will have approximately $14.9 billion in trust upon completion
      of the offerings, and there are likely to be more blank check companies filing
      registration statements for initial public offerings after the date of this
      annual report and prior to our completion of a business combination. Additionally,
      we may be subject to competition from entities other than blank check companies
      having a business objective similar to ours, including venture capital firms,
      leverage buyout firms and operating businesses looking to expand their
      operations through the acquisition of a target business. Many of these entities
      are well established and have extensive experience identifying and effecting
      business combinations directly or through affiliates. Many of these competitors
      possess greater technical, human and other resources than us and our financial
      resources will be relatively limited when contrasted with those of many of
      these
      competitors. While we believe there may be numerous potential target businesses
      that we could acquire with the net proceeds of our initial public offering,
      our
      ability to compete in acquiring certain sizable target businesses will be
      limited by our available financial resources. This inherent competitive
      limitation gives others an advantage in pursuing the acquisition of a target
      business. Further, the following may not be viewed favorably by certain target
      businesses:


12


·
            our
                obligation to seek stockholder approval of a business combination
                may
                delay or threaten the completion of a
                transaction;




·
            the
                length of time that may be required to complete a business combination
                as
                a result of an extensive review process by the
                SEC;




·
            our
                obligation to convert into cash shares of common stock held by our
                public
                stockholders to such holders that both vote against the business
                combination and exercise their conversion rights may reduce the resources
                available to us for a business combination;
                and




·
            our
                outstanding warrants, and the potential future dilution they represent.




Any
      of
      these factors may place us at a competitive disadvantage in successfully
      negotiating a business combination. Our management believes, however, that
      our
      status as a public entity and potential access to the United States public
      equity markets may give us a competitive advantage over privately-held entities
      having a similar business objective as ours in acquiring a target business
      with
      significant growth potential on favorable terms.




If
      we
      succeed in effecting a business combination, there will be, in all likelihood,
      intense competition from competitors of the target business. We cannot assure
      you that, subsequent to a business combination, we will have the resources
      or
      ability to compete effectively.




**Facilities**




We
      maintain our principal executive offices at 153
      East
      53 rd Street,
      58 th Floor,
      New York, New York 10022 .
      The
      cost for this space is included in the $7,500 per-month fee Renova U.S.
      Management LLC charges us for general and administrative services. We believe,
      based on rents and fees for similar services in the New York City metropolitan
      area, that the fee charged by Renova U.S. Management LLC is at least as
      favorable as we could have obtained from an unaffiliated person. We consider
      our
      current office space, combined with the other office space otherwise available
      to our executive officers, adequate for our current operations.




**Employees**




We
      have
      five executive officers. These individuals are not obligated to devote any
      specific number of hours to our matters and intend to devote only as much time
      as they deem necessary to our affairs. The amount of time they will devote
      in
      any time period will vary based on whether a target business has been selected
      for the business combination and the stage of the business combination process
      the company is in. Accordingly, once management locates a suitable target
      business to acquire, they will spend more time investigating such target
      business and negotiating and processing the business combination (and
      consequently spend more time on our affairs) than they would prior to locating
      a
      suitable target business. Andrew Intrater, Paul Lipari, Jason Epstein, Michael
      Ernestus and Michael Sloan each devote at least 10 hours per week to our
      business and we expect them to continue to do so. We do not intend to have
      any
      full time employees prior to the consummation of a business
      combination.




**Periodic
      Reporting and Financial Information**




We
      have
      registered our units, common stock and warrants under the Securities and
      Exchange Act of 1934, and have reporting obligations thereunder, including
      the
      requirement that we file annual and quarterly reports with the SEC. In
      accordance with the requirements of the Securities and Exchange Act of 1934,
      this annual report contains financial statements audited and reported on by
      our
      independent public accounting firm.


13


We
      will
      not acquire a target business if audited financial statements cannot be obtained
      for the target business. Additionally, we will provide stockholders with audited
      financial statements of the prospective target business as part of the proxy
      solicitation materials sent to stockholders to assist them in assessing the
      target business. In all likelihood, these financial statements will need to
      be
      prepared in accordance with, or reconciled to, United States generally accepted
      accounting principles. To the extent that this requirement cannot be met, we
      may
      not be able to acquire the proposed target business. While this may limit the
      pool of potential acquisition candidates, we do not believe that this limitation
      will be material.




We
      will
      be required to comply with the internal control requirements of the
      Sarbanes-Oxley Act for the fiscal year ending December 31, 2008. A target
      company may not be in compliance with the provisions of the Sarbanes-Oxley
      Act
      regarding adequacy of their internal controls. The development of the internal
      controls of any such entity to achieve compliance with the Sarbanes-Oxley Act
      may increase the time and costs necessary to complete any such
      acquisition.




You
      may
      read and copy any materials we file with the SEC at the SEC's Public Reference
      Room at 100 F Street, NE, Washington, DC 20549. You may obtain information
      on
      the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
      The SEC maintains an Internet site that contains reports, proxy and information
      statements, and other information regarding issuers that file electronically
      with the SEC at http://www.sec.gov .
      While
      we do not have a website with available filings, we will provide, at no
      additional charge, copies of these reports, proxy and information statements
      upon request to our address at 153 East 53 rd Street,
      58 th Floor,
      New York, NY 10022, Attention: Michael Sloan or by telephone to (212)
      418-9600.




**Item
      1A.**  **Risk
      Factors**




You
      should consider the following factors in evaluating our business and prospects,
      in addition to the other information included in this annual
      report.




***We
      are a newly formed, development stage company with limited operating history
      and
      no revenues from operations and, accordingly, you will not have any basis on
      which to evaluate our ability to achieve our business
      objective.***




We
      are a
      recently incorporated development stage company with limited operating results.
      Because we have a limited operating history, you will have no basis upon which
      to evaluate our ability to achieve our business objective, which is to acquire
      an operating business. We will not generate any revenues until, at the earliest,
      after the consummation of a business combination.




***We
      may not be able to consummate a business combination within the required time
      frame, in which case, we would be forced to liquidate.***




We
      must
      complete a business combination on or before May 18, 2009 with a business or
      businesses whose fair market value is at least 80% of our net assets at the
      time
      of the business combination (excluding deferred underwriting discounts and
      commissions of approximately $3.45 million). If we fail to consummate a business
      combination within the required time frame, we will be forced to liquidate
      our
      assets. We may not be able to consummate a business combination for any number
      of reasons. We may not be able to find suitable target businesses within the
      required time frame. In addition, our negotiating position and our ability
      to
      conduct adequate due diligence on any potential target may be reduced as we
      approach the deadline for the consummation of a business combination.
      Furthermore, we will be unable to consummate a business combination if holders
      of 30% or more of the shares underlying the units sold in our initial public
      offering vote against the transaction and opt to convert their common shares
      into a pro rata ** share
      of
      the trust account, even if a majority of our stockholders approve the
      transaction. If we fail to complete a specific business combination after
      expending substantial management time and attention and incurring substantial
      costs for accountants, attorneys, and others, such costs likely would not be
      recoverable, which could materially adversely affect subsequent attempts to
      locate and combine with another target business within the required time frame.


14


***If
      we are forced to liquidate before a business combination and distribute the
      trust account, our public stockholders will receive less than $8.00 per share
      and our warrants will expire worthless.***




If
      we are
      unable to complete a business combination within the prescribed time frames
      and
      are forced to liquidate our assets, the per-share liquidation distribution
      will
      be less than $8.00 **** because
      of the expenses of our initial public offering, our general and administrative
      expenses and the anticipated costs of seeking a business combination.
      Furthermore, there will be no liquidating distribution with respect to our
      outstanding warrants, which will expire worthless if we liquidate before the
      completion of a business combination.




***If
      the net proceeds of our initial public offering available to us outside of
      the
      trust account are insufficient to allow us to operate until May 18, 2009, we
      may
      be unable to complete a business combination.***




Following
      the consummation of our initial public offering, there were funds available
      to
      us outside of the trust account of $50,000, plus amounts that we need to pay
      our
      income or other tax obligations and up to an additional $1,750,000 that may
      be
      released to us to fund our expenses relating to investigating and selecting
      a
      target business and other working capital requirements, which will be funded
      solely from interest earned on the trust balance. We believe that these funds
      will be sufficient to allow us to operate until May 18, 2009, assuming that
      a
      business combination is not consummated during that time. However, we cannot
      assure you that our estimates will be accurate. We may request the release
      of
      such funds for a number of purposes that may not ultimately lead to a business
      combination. For instance, we could use a portion of the funds available to
      us
      to pay fees to consultants to assist us with our search for a target business.
      We could also use a portion of the funds as a down payment with respect to
      a
      particular proposed business combination, or enter into a letter of intent
      where
      we pay for the right to receive exclusivity from a target business, where we
      may
      be required to forfeit funds (whether as a result of our breach or otherwise).
      In any of these cases, or in other situations where we expend the funds
      available to us outside of the trust account for purposes that do not result
      in
      a business combination, we may not have sufficient remaining funds to continue
      searching for, or to conduct due diligence with respect to, a target business,
      in which case we would be forced to obtain alternative financing or
      liquidate. ****




***Because
      there are numerous companies with a business plan similar to ours seeking to
      effectuate a business combination, it may be more difficult for us to do
      so.***




As
      of
      March 14, 2008, based upon publicly available information, approximately 155
      similarly structured blank check companies have completed initial public
      offerings in the United States since August 2003. Of these companies, only
      47
      companies have consummated a business combination, while 25 other companies
      have
      announced they have entered into a definitive agreement for a business
      combination, but have not consummated such business combination, and while
      11
      companies have dissolved or announced their intention to dissolve and return
      proceeds to investors. Accordingly, there are approximately 72 blank check
      companies with more than approximately $13.2 billion in trust that are seeking
      to carry out a business plan similar to our business plan. Furthermore, as
      of
      March 14, 2008, there are approximately 83 additional blank check companies
      that
      are still in the registration process but have not completed initial public
      offerings, which will have approximately $14.9 billion in trust upon completion
      of the offerings, and there are likely to be more blank check companies filing
      registration statements for initial public offerings after the date of this
      annual report and prior to our completion of a business combination. While
      some
      of those companies must complete a business combination in specific industries,
      a number of them may consummate a business combination in any industry they
      choose. Therefore, we may be subject to competition from these and other
      companies seeking to carry out a business plan similar to ours. Because of
      this
      competition, we cannot assure you that we will be able to effectuate a business
      combination within the required time period.




***We
      will depend on interest earned on the trust account to fund our search for
      a
      target business or businesses, to pay our tax obligations and to complete our
      initial business combination.***




We
      depend
      on sufficient interest being earned on the proceeds held in the trust account
      to
      provide us with additional working capital we will need to identify one or
      more
      target businesses and to complete our initial business combination, as well
      as
      to pay any tax obligations that we may owe. While we are entitled to have
      released to us for such purposes up to $1,750,000 of interest earned on the
      funds in the trust account, a substantial decline in interest rates may result
      in our having insufficient funds available with which to structure, negotiate
      or
      close an initial business combination. In such event, we would need to borrow
      funds from our management team to operate or may be forced to liquidate.
      However, neither our management team nor any other party is required to provide
      financing to us under any circumstances.


15


***If
      third parties bring claims against us, the proceeds held in trust could be
      reduced and the per-share liquidation price received by stockholders will be
      less than $7.89.***




Our
      placing of funds in trust may not protect those funds from third party claims
      against us. Although we are seeking to have all vendors and service providers
      we
      engage and prospective target businesses we negotiate with execute agreements
      with us waiving any right, title, interest or claim of any kind whatsoever
      in or
      to any monies held in the trust account for the benefit of our public
      stockholders, there is no guarantee that they will execute such agreements.
      Furthermore, there is no guarantee that, even if such entities execute such
      agreements with us, they will not seek recourse against the trust account,
      or if
      executed, that such waivers will be enforceable or otherwise prevent potential
      contracted parties from making claims against the trust account. Nor is there
      any guarantee that a court would uphold the validity of such agreements.
      Accordingly, the proceeds held in trust could be subject to claims which could
      take priority over those of our public stockholders and, as a result, the
      per-share liquidation price could be less than $7.89 due to claims of such
      third
      parties. If we liquidate before the completion of a business combination and
      distribute the proceeds held in trust to our public stockholders, Andrew
      Intrater, our Chairman of the Board and Chief Executive Officer, has
      agreed that he will be personally liable to ensure that the proceeds in the
      trust account are not reduced by the claims of target businesses or claims
      of
      vendors or other entities that are owed money by us for services rendered or
      contracted for or products sold to us. Because we are seeking to have all
      vendors and prospective target businesses execute agreements with us waiving
      any
      right, title, interest or claim of any kind whatsoever they may have in or
      to
      any monies held in the trust account, we believe the likelihood of Mr. Intrater
      having any such obligations is minimal. Notwithstanding the foregoing, we have
      questioned Mr. Intrater on his financial net worth and reviewed his financial
      information and believe that he will be able to satisfy any indemnification
      obligations that may arise. However, we cannot assure you that he will be able
      to satisfy those obligations. **** Therefore,
      if we liquidate, we cannot assure you that the per-share distribution from
      the
      trust fund will not be less than $7.89, plus interest, due to such
      claims.




Furthermore,
      creditors may seek to interfere with the distribution of the trust account
      pursuant to federal or state creditor and bankruptcy laws, which could delay
      the
      actual distribution of such funds or reduce the amount ultimately available
      for
      distribution to our public stockholders. If we are forced to file a bankruptcy
      case or an involuntary bankruptcy case is filed against us which is not
      dismissed, the proceeds held in the trust account could be subject to applicable
      bankruptcy law, and may be included in our bankruptcy estate and subject to
      the
      claims of third parties with priority over the claims of our stockholders.
      Any
      claims by creditors could cause additional delays in the distribution of trust
      funds to the public stockholders beyond the time periods required to comply
      with
      Delaware General Corporation Law procedures and federal securities laws and
      regulations. To the extent any bankruptcy claims deplete the trust account,
      we
      cannot assure you we will be able to return to our public stockholders at least
      $7.89 per share.




***Our
      stockholders may be held liable for claims by third parties against us to the
      extent of distributions received by them.***




Our
      amended and restated certificate of incorporation provides that we will continue
      in existence only until May 18, 2009. If we have not completed a business
      combination by such date and amended this provision in connection therewith,
      pursuant to the Delaware General Corporation Law, our corporate existence will
      cease except for the purposes of winding up our affairs and liquidating. Under
      Sections 280 through 282 of the Delaware General Corporation Law, stockholders
      may be held liable for claims by third parties against a corporation to the
      extent of distributions received by them in dissolution. If the corporation
      complies with certain procedures set forth in Section 280 of the Delaware
      General Corporation Law intended to ensure that it makes reasonable provision
      for all claims against it, including a 60-day notice period during which any
      third-party claims can be brought against the corporation, a 90-day period
      during which the corporation may reject any claims brought, and an additional
      150-day waiting period before any liquidating distributions are made to
      stockholders, any liability of stockholders with respect to a liquidating
      distribution is limited to the lesser of such stockholder's pro rata share
      of
      the claim or the amount distributed to the stockholder, and any liability of
      the
      stockholder would be barred after the third anniversary of the dissolution.
      However, it is our intention to make liquidating distributions to our
      stockholders as soon as reasonably possible after May 18, 2009 and, therefore,
      we do not intend to comply with those procedures. Because we will not be
      complying with those procedures, we are required, pursuant to Section 281 of
      the
      Delaware General Corporation Law, to adopt a plan that will provide for our
      payment, based on facts known to us at such time, of (i) all existing claims,
      (ii) all pending claims and (iii) all claims that may be potentially brought
      against us within the subsequent 10 years. Accordingly, we would be required
      to
      provide for any creditors known to us at that time or those that we believe
      could be potentially brought against us within the subsequent 10 years prior
      to
      distributing the funds held in the trust to stockholders. We cannot assure
      you
      that we will properly assess all claims that may be potentially brought against
      us. As such, our stockholders could potentially be liable for any claims to
      the
      extent of distributions received by them (but no more) and any liability of
      our
      stockholders may extend well beyond the third anniversary of such
      date. **** Accordingly,
      we cannot assure you that third parties will not seek to recover from our
      stockholders amounts owed to them by us.


16


Additionally,
      if we are forced to file a bankruptcy case or an involuntary bankruptcy case
      is
      filed against us which is not dismissed, any distributions received by
      stockholders in our dissolution could be viewed under applicable debtor/creditor
      and/or bankruptcy laws as either a "preferential transfer" or a “fraudulent
      conveyance.” As a result, a bankruptcy court could seek to recover all amounts
      received by our stockholders in our dissolution. Because we intend to distribute
      the proceeds held in the trust account to our public stockholders promptly
      after
      May 18, 2009, this may be viewed or interpreted as giving preference to our
      public stockholders over any potential creditors with respect to access to
      or
      distributions from our assets. Furthermore, our board may be viewed as having
      breached their fiduciary duties to our creditors and/or may have acted in bad
      faith, and thereby exposing itself and our company to claims of punitive
      damages, by paying public stockholders from the trust account prior to
      addressing the claims of creditors. We cannot assure you that claims will not
      be
      brought against us for these reasons.




***An
      effective registration statement 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 and causing such warrants to be practically worthless***




No
      warrant will be exercisable and we will not be obligated to issue our common
      shares unless at the time a holder seeks to exercise such warrant, a prospectus
      relating to the common stock issuable upon exercise of the warrant is current
      and the common stock has been registered with the SEC or qualified or deemed
      to
      be exempt under the applicable state and federal securities laws. Under the
      terms of the warrant agreement, we have agreed to use our best efforts to meet
      these conditions and to maintain a current prospectus relating to the common
      stock issuable upon exercise of the warrants until the expiration of the
      warrants. However, we cannot assure you that we will be able to do so, and
      if we
      do not maintain a current prospectus related to the common stock issuable upon
      exercise of the warrants, holders will be unable to exercise their warrants
      and
      we will not be required to settle any such warrant exercise. If the prospectus
      relating to the common stock issuable upon the exercise of the warrants is
      not
      current or if the common stock is not exempt from registration, the warrants
      may
      have no value, the market for the warrants may be limited and the warrants
      may
      expire worthless.




***An
      investor will only be able to exercise a warrant if the issuance of common
      stock
      upon such exercise has been registered or qualified or is deemed exempt under
      the securities laws of the state of residence of the holder of the
      warrants.***




No
      warrants will be exercisable and we will not be obligated to issue common shares
      underlying the warrants unless the common shares issuable upon such exercise
      have been registered or qualified or deemed to be exempt from registration
      or
      qualification under the securities laws of the state of residence of the holder
      of such warrants. Because the exemptions from qualification in certain states
      for resales of warrants and for issuances of common stock by the issuer upon
      exercise of a warrant may be different, a warrant may be held by a holder in
      a
      state where an exemption is not available for issuance of common stock upon
      an
      exercise and the holder will be precluded from exercise of the warrant. At
      the
      time that the warrants become exercisable (following our completion of a
      business combination), we expect to either continue to be listed on a national
      securities exchange, which (under current laws) would provide an exemption
      from
      registration in every state, or we would register the warrants in every state
      (or seek another exemption from registration in such states). Accordingly,
      we
      believe holders in every state will be able to exercise their warrants as long
      as our prospectus relating to the common stock issuable upon exercise of the
      warrants is current. However, we cannot assure you of this fact. As a result,
      the warrants may be deprived of any value, the market for the warrants may
      be
      limited and the holders of warrants may not be able to exercise their warrants
      if the common stock issuable upon such exercise is not qualified or exempt
      from
      qualification in the jurisdiction in which the holders of the warrants
      reside.


17


***Since
      we have not yet selected a particular industry or target business with which
      to
      complete a business combination, we are unable to currently ascertain the merits
      or risks of the industry or business in which we may ultimately
      operate.***




We
      may
      consummate a business combination with a company in any industry we choose
      and
      are not limited to any particular industry or type of business. Accordingly,
      there is no current basis for you to evaluate the possible merits or risks
      of
      the particular industry in which we may ultimately operate or the target
      business which we may ultimately acquire. To the extent we complete a business
      combination with a company that does not have a stable history of earnings
      and
      growth or an entity in a relatively early stage of its development, we may
      be
      affected by numerous risks inherent in the business operations of those
      entities. If we complete a business combination with an entity in an industry
      characterized by a high level of risk, we may be affected by the currently
      unascertainable risks of that industry. Although our management will endeavor
      to
      evaluate the risks inherent in a particular industry or target business, we
      cannot assure you that we will properly ascertain or assess all of the
      significant risk factors. Even if we properly assess those risks, some of them
      may be outside of our control or ability to affect. We also cannot assure you
      that an investment in our units will not ultimately
      prove to be less favorable to investors in our initial public offering than
      a
      direct investment, if an opportunity were available, in a target
      business .




***We
      may issue shares of our capital stock or debt securities to complete a business
      combination, which would reduce the equity interest of our stockholders and
      likely cause a change in control of our ownership.***




Our
      amended and restated certificate of incorporation authorizes the issuance of
      up
      to 39,000,000 shares of common stock, par value $.0001 per share, and 1,000,000
      shares of preferred stock, par value $.0001 per share. We currently have
      2,225,000 authorized but unissued shares of our common stock available for
      issuance (after appropriate reservation for the issuance of the shares upon
      full
      exercise of our outstanding warrants and the unit purchase option granted to
      Lazard Capital Markets LLC) and all of the 1,000,000 shares of preferred stock
      available for issuance. Although we have no commitment as of the date of this
      annual report to issue additional shares of our common or preferred stock,
      we
      may issue a substantial number of additional shares of our common or preferred
      stock, or a combination of common and preferred stock, including through
      convertible debt securities, to complete a business combination. The issuance
      of
      additional shares of our common stock or any number of shares of our preferred
      stock:




·
            may
                significantly reduce the equity interest of our public
                stockholders;




·
            may
                subordinate the rights of holders of common stock if we issue preferred
                stock with rights senior to those afforded to our common
                stock;




·
            will
                likely cause a change in control if a substantial number of our shares
                of
                common stock are issued, which may affect, among other things, our
                ability
                to use our net operating loss carry forwards, if any, and could result
                in
                the resignation or removal of our present officers and directors;
                and




·
            may
                adversely affect the then-prevailing market price for our common
                stock.




Similarly,
      if we issue debt securities, it could result in:




·
            default
                and foreclosure on our assets if our operating cash flow after a
                business
                combination is insufficient to pay our debt
                obligations;




·
            acceleration
                of our obligations to repay the indebtedness even if we make all
                principal
                and interest payments when due, if we breach certain covenants that
                require the maintenance of certain financial ratios or reserves without
                a
                waiver or renegotiation of that
                covenant;




·
            a
                required immediate payment of all principal and accrued interest,
                if any,
                if the debt security is payable on demand;
                and




·
            our
                inability to obtain necessary additional financing if the debt security
                contains covenants restricting our ability to obtain such financing
                while
                the debt security is
                outstanding.


18




***Our
      long-term success will likely be dependent upon a yet to be identified
      management team which you will not be able to fully evaluate prior to purchasing
      our units.***




Our
      ability to successfully effect a business combination is dependent upon the
      efforts of our management team. The future role of our management team in the
      target business, however, cannot presently be ascertained. Although it is
      possible that some members of our management team will remain associated in
      various capacities with the target business following a business combination,
      it
      is likely that the management team of the target business at the time of the
      business combination will remain in place given that it is likely that they
      will
      have greater knowledge, experience and expertise than our management team in
      the
      industry in which the target business operates as well as in managing the target
      business. Thus, even though our management team may continue to be associated
      with us in various capacities after a business combination, it is likely that
      we
      will be dependent upon a yet to be identified management team for our long-term
      success. As a result, you will not be able to fully evaluate the management
      team
      that we will likely be dependent upon for our long-term success prior to
      purchasing our units in our initial public offering. Although we intend to
      closely scrutinize the management team of a prospective target business in
      connection with evaluating the desirability of effecting a business combination,
      we cannot assure you that our assessment of the management team will prove
      to be
      correct. These individuals may be unfamiliar with the requirements of operating
      a public company and the securities laws, which could increase the time and
      resources we must expend to assist them in becoming familiar with the complex
      disclosure and financial reporting requirements imposed on U.S. public
      companies. This could be expensive and time-consuming and could lead to various
      regulatory issues that may adversely affect our operations.




***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.***




In
      accordance with our acquisition strategy, we will likely seek a business
      combination with one or more privately-held companies. Generally, very little
      public information exists about these companies, and we are required to rely
      on
      the ability of our management team to obtain adequate information to evaluate
      the potential returns from investing in these companies. If we are unable to
      uncover all material information about these companies, then we may not make
      a
      fully informed investment decision, and we may lose money on our
      investments.




***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.***




In
      order
      to meet our disclosure and financial reporting obligations under the federal
      securities laws, and in order to develop and seek to execute strategic plans
      for
      how we can increase the revenues and/or profitability of a target business,
      realize operating synergies or capitalize on market opportunities, we must
      conduct a due diligence investigation of one or more target businesses.
      Intensive due diligence is time consuming and expensive due to the operations,
      accounting, finance and legal professionals who must be involved in the due
      diligence process. Even if we conduct extensive due diligence on a target
      business with which we combine, we cannot assure you that this diligence will
      surface all material issues that may be present inside a particular target
      business, or that factors outside of the target business and outside of our
      control will not later arise. If our diligence fails to identify issues specific
      to a target business, industry or the environment in which the target business
      operates, we may be forced to later write-down or write-off assets, restructure
      our operations, or incur impairment or other charges that could result in our
      reporting losses. Even though these charges may be non-cash items and not have
      an immediate impact on our liquidity, the fact that we report charges of this
      nature could contribute to negative market perceptions about us or our common
      stock. In addition, charges of this nature may cause us to violate net worth
      or
      other covenants to which we may be subject as a result of assuming pre-existing
      debt held by a target business or by virtue of our obtaining post-combination
      debt financing.




***There
      is no limit on the total amount of out-of-pocket expenses that may be incurred
      by our officers and directors in connection with identifying and investigating
      possible target businesses and business combinations.***




We
      will
      reimburse our officers and directors for any reasonable out-of-pocket expenses
      incurred by them in connection with identifying and investigating possible
      target businesses and business combinations. There is no limit on the total
      amount of out-of-pocket expenses reimbursable by us; provided that members
      of
      our management team will not receive reimbursement for any out-of-pocket
      expenses incurred by them to the extent that such expenses exceed the amount
      held outside of the trust account and interest income of up to $1,750,000 on
      the
      trust account balance that may be released to us to fund our expenses relating
      to investigating and selecting a target business and other working capital
      requirements, unless a business combination is consummated. Additionally, there
      will be no review of the reasonableness of the expenses other than by our audit
      committee and, in some cases, by our board of directors, or if such
      reimbursement is challenged, by a court of competent jurisdiction. As
      out-of-pocket expenses incurred by our officers and directors will not be
      subject to any dollar limit or any review of the reasonableness of such expenses
      other than by our audit committee or our board of directors, the aggregate
      business expenses incurred by our officers and directors in connection with
      identifying and investigating possible target businesses may be greater than
      if
      such expenses were subject to a more extensive review, which would reduce the
      amount of working capital available to us for a business combination. Further,
      if such out-of-pocket expenses exceed the available funds held outside of the
      trust and the interest income of up to $1,750,000 earned on the funds held
      in
      the trust account, our members of management will not be reimbursed for such
      excess unless we consummate a business combination. As described in more detail
      below, this may create a conflict of interest for members of our management
      in
      determining whether a particular target business is appropriate for a business
      combination and in the public stockholders' best interest.




19




***Our
      officers and directors will allocate their time to other businesses thereby
      causing conflicts of interest in their determination as to how much time to
      devote to our affairs. This conflict of interest could have a negative impact
      on
      our ability to consummate a business combination.***




All
      of
      our executive officers are engaged in several other business endeavors and
      are
      not obligated to devote any specific number of hours to our affairs. If our
      officers' and directors' other business affairs require them to devote more
      substantial amounts of time to such affairs, it could limit their ability to
      devote time to our affairs and could have a negative impact on our ability
      to
      consummate a business combination. We cannot assure you that these conflicts
      will be resolved in our favor.




***Our
      officers and directors may in the future become affiliated with entities engaged
      in business activities similar to those intended to be conducted by us and
      accordingly, may have conflicts of interest in determining to which entity
      a
      particular business opportunity should be presented.***




Our
      officers and directors may in the future become affiliated with entities,
      including other blank check companies, engaged in business activities similar
      to
      those intended to be conducted by us. Additionally, our officers and directors
      may become aware of business opportunities which may be appropriate for
      presentation to us as well as the other entities to which they owe fiduciary
      duties. Accordingly, they may have conflicts of interest in determining to
      which
      entity a particular business opportunity should be presented. We cannot assure
      you that these conflicts will be resolved in our favor. As a result, a potential
      target business may be presented to another entity prior to its presentation
      to
      us and we may not be able to pursue a potential transaction.




***Certain
      of our officers and directors beneficially own shares of our common stock and
      our warrants. These shares and warrants will not participate in liquidation
      distributions and, therefore, our officers and directors may have a conflict
      of
      interest in determining whether a particular target business is appropriate
      for
      a business combination.***




Columbus
      Holdings and certain of our officers and directors own shares of our common
      stock that were issued prior to our initial public offering. In August 2006,
      Columbus Holdings purchased 3,125,000 shares of our common stock. Andrew
      Intrater, our Chairman and Chief Executive Officer, controls Columbus Holdings
      in his capacity as its sole managing member. Mr. Intrater, Jason Epstein, Paul
      F. Lipari and Michael Sloan, each of whom is a member of our management team,
      as
      well as Jay M. Haft and Marceau Schlumberger (who are each affiliated with
      Columbus Nova, a private investment firm for which Mr. Intrater serves as Chief
      Executive Officer), are each members of Columbus Holdings. Columbus Holdings
      subsequently transferred 30,000 of these shares to each of Barry J. Rourke,
      Eric
      Zachs, Rolf Zimmermann and Jason Lustig, each of whom is a member of our board
      of directors, and 312,500 of these shares to Michael W. Ernestus, who is also
      a
      member of our board of directors and serves as our President. Messrs. Intrater,
      Epstein, Lipari and Sloan, through their respective ownership of the Series
      A membership
      interests in Columbus Acquisition Holdings LLC, may be deemed to beneficially
      own 2,692,500, 437,500, 437,500, 281,250 and 376,111 shares of our common stock,
      respectively. Columbus Holdings also purchased all of the insider warrants
      on a
      private placement basis simultaneously with the consummation of our initial
      public offering. Columbus
      Holdings is not able to exercise its insider warrants if investors in our
      initial public offering are not able to exercise their warrants. The insider
      warrants are identical to warrants underlying the units sold in our initial
      public offering, except that if we call the warrants for redemption, the insider
      warrants are exercisable on a cashless basis so long as they are still held
      by
      Columbus Holdings. Messrs.
      Intrater, Epstein, Lipari, Haft and Sloan, through their respective ownership
      of
      the Series B membership interests in Columbus Acquisition Holdings LLC, may
      be
      deemed to beneficially own 1,456,350, 653,350, 653,350, 467,200 and 419,750
      insider warrants, respectively, and the same number of additional shares of
      our
      common stock underlying these insider warrants. Columbus Holdings and our
      officers and directors have waived their right to receive distributions with
      respect to their initial shares upon our liquidation if we are unable to
      consummate a business combination. Accordingly, the common shares acquired
      prior
      to our initial public offering, as well as the insider warrants, and any
      warrants purchased by our officers or directors in the open market following
      our
      initial public offering, will be worthless if we do not consummate a business
      combination. The personal and financial interests of our directors and officers
      may influence their motivation in timely identifying and selecting a target
      business and completing a business combination. Consequently, our directors'
      and
      officers' discretion in identifying and selecting a suitable target business
      may
      result in a conflict of interest when determining whether the terms, conditions
      and timing of a particular business combination are appropriate and in the
      best
      interests of all of our stockholders.




20




***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 $50,000 that is not being deposited in the trust account and interest
      income of up to $1,750,000 on the trust account balance that may be released
      to
      us to fund our expenses relating to investigating and selecting a target
      business and other 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.***




Members
      of our management team will not receive reimbursement for any out-of-pocket
      expenses incurred by them to the extent that such expenses exceed the $50,000
      held outside of the trust account and interest income of up to $1,750,000 on
      the
      trust account balance that may be released to us to fund our expenses relating
      to investigating and selecting a target business and other working capital
      requirements, unless a business combination is consummated. Members of our
      management team may, as part of any such combination, negotiate the repayment
      of
      some or all of any such expenses. If the target business' owners do not agree
      to
      such repayment, this could cause our management team to view such potential
      business combination unfavorably, thereby resulting in a conflict of interest.
      The financial interests of members of our management team could influence their
      motivation in selecting a target business and thus, there may be a conflict
      of
      interest when determining whether a particular business combination is in the
      best interests of all of our stockholders.




***The
      American Stock Exchange may delist our securities from quotation on its exchange
      which could limit investors' ability to make transactions in our securities
      and
      subject us to additional trading restrictions.***




Our
      securities are listed on the American Stock Exchange, a national securities
      exchange. We cannot assure you that our securities will continue to be listed
      on
      the American Stock Exchange in the future prior to a business combination.
      Additionally, in connection with our business combination, it is likely that
      the
      American Stock Exchange will require us to file a new initial listing
      application and meet its initial listing requirements as opposed to its more
      lenient continued listing requirements. We cannot assure you that we will be
      able to meet those initial listing requirements at that time.




If
      the
      American Stock Exchange delists our securities from trading on its exchange,
      and
      we are unable to list our securities on another national securities exchange
      or
      Nasdaq, we could face significant material adverse consequences, including:




·
            a
                limited availability of market quotations for our
                securities;




·
            a
                reduced liquidity with respect to our
                securities;




·
            a
                determination that our common stock is a "penny stock" which will
                require
                brokers trading in our common stock to adhere to more stringent rules,
                possibly resulting in a reduced level of trading activity in the
                secondary
                trading market for our common stock;




·
            a
                limited amount of news and analyst coverage for our company; and




·
            a
                decreased ability to issue additional securities or obtain additional
                financing in the future.




21




***We
      may only be able to complete one business combination, which will cause us
      to be
      solely dependent on a single business which may have a limited number of
      products or services.***




Our
      initial business combination must be with a business with a fair market value
      of
      at least 80% of our net assets at the time of such acquisition, although this
      may entail the simultaneous acquisitions of several operating businesses at
      the
      same time. By consummating a business combination with only a single entity,
      we
      would not be able to diversify our operations or benefit from the possible
      spreading of risks or offsetting of losses, unlike other entities which may
      have
      the resources to complete several business combinations in different industries
      or different areas of a single industry. Accordingly, the prospects for our
      success may be:




·
            solely
                dependent upon the performance of a single business, or




·
            dependent
                upon the development or market acceptance of a single or limited
                number of
                products, processes or services.




This
      lack
      of diversification may subject us to numerous economic, competitive and
      regulatory developments, any or all of which may have a substantial adverse
      impact upon the particular industry in which we may operate subsequent to a
      business combination.




Alternatively,
      if our business combination entails the simultaneous acquisitions of several
      operating businesses at the same time from different sellers, we would face
      additional risks, including difficulties
      and expenses incurred in connection with the subsequent integration of the
      operations and services or products of the acquired companies into a single
      operating business. If we are unable to adequately address these risks, it
      could
      negatively impact our profitability and results of operations.




***We
      may effect a business combination with a financially unstable company or an
      entity in the early stage of development or growth, which may subject us to
      greater risks than if we were to effect a business combination with a more
      established company with a proven record of earnings and
      growth.***




After
      conducting due diligence investigations to evaluate risks in potential target
      businesses, we may still decide to effect a business combination with a company
      that is financially unstable or is in the early stage of development or growth,
      including an entity without established records of sales or earnings. To the
      extent we effect a business combination with financially unstable or early
      stage
      or emerging growth companies, we may be affected by numerous risks inherent
      in
      the business and operations of such companies that we would not be subject
      to if
      we were to effect a business combination with a more established company with
      a
      proven record of earnings and growth.




***The
      ability of our public stockholders to exercise their conversion rights may
      not
      allow us to effectuate the most desirable business combination or optimize
      our
      capital structure.***




When
      we
      seek stockholder approval of any business combination, we will offer each public
      stockholder (but not our initial stockholders) the right to have his, her or
      its
      common shares converted to cash if the stockholder votes against the business
      combination and the business combination is approved and completed. Such holder
      must both vote against such business combination and then exercise his, her
      or
      its conversion rights to receive a pro rata portion of the trust account.
      Accordingly, if our business combination requires us to use substantially all
      of
      our cash to pay the purchase price, because we will not know how many
      stockholders may exercise such conversion rights, we may either need to reserve
      part of the trust account for possible payment upon such conversion, or we
      may
      need to arrange third party financing to help fund our business combination
      in
      case a larger percentage of stockholders exercise their conversion rights than
      we expect. The conversion rights afforded to our public stockholders may result
      in the conversion into cash of up to approximately 29.99% of the aggregate
      number of the shares sold in our initial public offering. Therefore, as much
      as
      approximately $34,014,287 (plus the converting stockholders’ share of all
      accrued interest after distribution of interest income on the trust account
      balance to us as described above) may be required to fund the exercise of
      conversion rights. Since we have no specific business combination under
      consideration, we have not taken any steps to secure third party financing.
      Therefore, we may not be able to consummate a business combination that requires
      us to use all of the funds held in the trust account as part of the purchase
      price, or we may end up having a leverage ratio that is not optimal for our
      business combination. This may limit our ability to effectuate the most
      attractive business combination available to us.




22




***We
      will proceed with a business combination only if public stockholders owning
      less
      than 30% of the shares sold in our initial public offering exercise their
      conversion rights.***




We
      will
      proceed with a business combination only if public stockholders owning less
      than
      30% of the shares sold in our initial public offering exercise their conversion
      rights. Accordingly, approximately 29.99% of the public stockholders may
      exercise their conversion rights and we could still consummate a proposed
      business combination. We have established the conversion percentage at 30%,
      rather than the 20% threshold that is customary and standard for companies
      similar to ours, in order to reduce the likelihood that a small group of
      investors holding a large block of our stock will be able to stop us from
      completing a business combination that is otherwise approved by a large majority
      of our public stockholders.




Our
      business combination may require us to use substantially all of our cash to
      pay
      the purchase price. In such a case, because we will not know how many
      stockholders may exercise such conversion rights, we may need to arrange third
      party financing to help fund our business combination in case a large percentage
      of stockholders exercise their conversion rights. Additionally, even if our
      business combination does not require us to use substantially all of our cash
      to
      pay the purchase price, we will have less cash available to use in furthering
      our business plans following a business combination to the extent that our
      stockholders exercise their conversion rights, and may need to arrange third
      party financing. We have not taken any steps to secure third party financing
      for
      either situation. We cannot assure you that we will be able to obtain such
      third
      party financing on terms favorable to us or at all.




***Because
      of our limited resources and structure, we may not be able to consummate an
      attractive business combination.***




We
      encounter intense competition from many sources, including other blank check
      companies having a business objective similar to ours, venture capital funds,
      leveraged buyout funds and operating businesses competing for acquisitions.
      Many
      of these entities are well established and have extensive experience in
      identifying and effecting business combinations directly or through affiliates.
      Many of these competitors possess greater technical, human and other resources
      than we do, and our financial resources will be relatively limited when
      contrasted with those of many of these competitors. While we believe that there
      are numerous potential target businesses that we could acquire with the net
      proceeds that we received from our initial public offering, and that we offer
      other competitive advantages, our ability to compete in acquiring certain
      sizable target businesses will be limited by the availability of sufficient
      financial resources. This inherent competitive limitation gives others an
      advantage in pursuing the acquisition of certain target businesses. Furthermore,
      the obligation we have to seek stockholder approval of a business combination
      may delay the consummation of a transaction. Additionally, our outstanding
      warrants, and the future dilution they potentially represent, may not be viewed
      favorably by certain target businesses. Any of these factors may place us at
      a
      competitive disadvantage in successfully negotiating a business combination.
      The
      fact that only 47 of the blank check companies that have gone public in the
      United States since August 2003 have consummated a business combination and
      only
      25 companies have announced they have entered into a definitive agreement for
      a
      business combination may be an indication that there are fewer attractive target
      businesses available to such entities like our company or that many privately
      held target businesses are not inclined to enter into these types of
      transactions with publicly held blank check companies like ours. If we are
      unable to consummate a business combination with a target business within the
      prescribed time periods, we will be forced to liquidate.




***We
      may be unable to obtain any additional financing necessary to complete a
      business combination or to fund the operations and growth of the target
      business, which could compel us to restructure or abandon a particular business
      combination.***




We
      believe that the net proceeds from our initial public offering that are held
      in
      trust will be sufficient to allow us to consummate a business combination.
      However, because we have not yet identified any prospective target business,
      we
      cannot ascertain the capital requirements for any particular transaction. If
      our
      available cash resources prove to be insufficient, either because of the size
      of
      the business combination, the depletion of the available net proceeds expended
      in search of a target business or the obligation to convert into cash a
      significant number of common shares from dissenting stockholders, we will be
      required to seek additional financing. As of the date of this annual report
      and
      for the many months preceding the date of this annual report, 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 in other markets worldwide. The current 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, and decreased availability of equity capital. We
      cannot predict whether the current situation in the credit and equity markets
      will improve or whether it will deteriorate further. 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. If we fail to complete a specific business
      combination after expending substantial management time and attention and
      incurring substantial costs for accountants, attorneys, and others, such costs
      likely would not be recoverable, which could materially adversely affect
      subsequent attempts to locate and combine with another target business within
      the required time frame. 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.




23




***Our
      initial stockholders, including our officers and directors, control a
      substantial interest in us and thus may influence certain actions requiring
      a
      stockholder vote.***




Our
      initial stockholders (including all of our officers and directors) collectively
      own 17.9% of our issued and outstanding shares of common stock. **** Our
      board
      of directors is and will be divided into three **** classes,
      each of which will generally serve for a term of three years with only one
      class
      of directors being elected in each year. Although we expect that we will have
      an
      annual meeting of stockholders to elect new directors prior to the consummation
      of a business combination, if we do not do so all of the current directors
      will
      continue in office at least until the consummation of a business combination.
      Further, as a consequence of our staggered board of directors, if there is
      an
      annual meeting, only a minority of our board of directors will be considered
      for
      election and our initial stockholders, because of their ownership position,
      will
      have considerable influence regarding the outcome of matters submitted for
      stockholder approval. Accordingly, our initial stockholders will continue to
      exert a substantial degree of control at least until the consummation of a
      business combination. In addition, our initial stockholders and their affiliates
      are not prohibited from purchasing our common stock in the aftermarket. If
      they
      do so, our initial stockholders will have a greater influence on the vote taken
      in connection with a business combination.




***Our
      stockholders are not able to take any action by written, which may have the
      effect of discouraging, delaying or preventing takeover attempts or other
      changes in the control of our company, our board or management, that are not
      supported by our board of directors, despite possible benefits to our
      stockholders.***




Our
      amended and restated certificate of incorporation provides that our stockholders
      are not able to take any action by written consent, but will only be able to
      take action at duly called annual or special meetings of stockholders. Our
      bylaws further provide that special meetings of our stockholders may only be
      called by our board of directors with a majority vote of our board of directors,
      by our Chairman of the Board or Chief Executive Officer. These provisions,
      by
      making it difficult for our stockholders to take action, may have the effect
      of
      discouraging, delaying or preventing non-negotiated takeover attempts not
      approved by our board of directors that our stockholders may consider favorable,
      including transactions that might result in payment of a premium over the market
      price for the shares of common stock held by our stockholders. Moreover, these
      provisions may prevent or frustrate attempts by our stockholders to replace
      or
      remove members of our board of directors.




***Our
      outstanding warrants and option may have an adverse effect on the market price
      of our common stock and make it more difficult to effect a business
      combination.***




We
      issued
      warrants to purchase 12,500,000 shares of common stock as part of the units
      offered in our initial public offering, plus an additional 1,875,000 warrants
      relating to the exercise in full of the underwriters’ over-allotment option, and
      also issued the insider warrants to purchase 3,650,000 shares of common stock.
      In addition, we granted an option to purchase 625,000 units to the
      representative of the underwriters which, if exercised, will result in the
      issuance of an additional 625,000 warrants. To the extent we issue shares of
      common stock to effect a business combination, the potential for the issuance
      of
      a substantial number of additional shares upon exercise of these warrants and
      this option could make us a less attractive acquisition vehicle in the eyes
      of a
      target business. This is because such securities, when exercised, will increase
      the number of issued and outstanding shares of our common stock and reduce
      the
      value of the shares issued to complete the business combination. Accordingly,
      our warrants and option may make it more difficult to effectuate a business
      combination or increase the cost of acquiring the target business. Additionally,
      the sale, or even the possibility of sale, of the shares underlying the warrants
      and option could have an adverse effect on the market price for our securities
      or on our ability to obtain future financing. If and to the extent these
      warrants and option are exercised, you may experience dilution to your
      holdings.




24




***If
      our initial stockholders or holders of the insider warrants exercise their
      registration rights with respect to their initial shares or insider warrants
      (or
      underlying securities), it may have an adverse effect on the market price of
      our
      common stock and the existence of these rights may make it more difficult to
      effect a business combination.***




Our
      initial stockholders as well as the holders of the insider warrants (and
      underlying common shares), are entitled to registration rights with respect
      to
      their initial shares and insider warrants (and underlying common shares). The
      holders of the majority of these securities are entitled to make up to two
      demands that we register such securities under the Securities Act of 1933.
      As
      the initial shares will be released from escrow one year after the consummation
      of a business combination, our initial stockholders can make a demand for
      registration of the resale of their initial shares at any time commencing nine
      months after the consummation of a business combination. The holders of a
      majority of the insider warrants (or underlying securities) can elect to
      exercise these registration rights at any time after we consummate a business
      combination. In addition, the holders have certain ‘‘piggy-back’’ registration
      rights with respect to registration statements filed subsequent to our
      consummation of a business combination. We will bear the expenses incurred
      in
      connection with the filing of any such registration statements. If our initial
      stockholders or the holders of the insider warrants (or underlying securities)
      exercise their registration rights with respect to all of their initial shares
      or the insider warrants (or underlying securities), as the case may be, then
      there will be an additional 6,775,000 shares of common stock eligible for
      trading in the public market. The presence of these additional shares of common
      stock trading in the public market may have an adverse effect on the market
      price of our common stock. In addition, the existence of these rights may make
      it more difficult to effectuate a business combination or increase the cost
      of
      acquiring the target business, as the stockholders of the target business may
      be
      discouraged from entering into a business combination with us or will request
      a
      higher price for their securities because of the potential effect the exercise
      of such rights may have on the trading market for our common stock.




***If
      we are deemed to be an investment company, we may be required to satisfy
      burdensome compliance requirements and our activities may be restricted, which
      may make it more difficult for us to complete a business
      combination.***




A
      company
      that, among other things, is or holds itself out as being engaged primarily,
      or
      proposes to engage primarily, in the business of investing, reinvesting, owning,
      trading or holding certain types of securities would be deemed an investment
      company under the Investment Company Act of 1940. Since we invest the proceeds
      held in the trust fund, it is possible that we will be deemed an investment
      company. Notwithstanding the foregoing, we do not believe that our anticipated
      principal activities will subject us to the Investment Company Act of 1940.
      To
      this end, the proceeds held in trust will be invested by the trustee only in
      United States "government securities" within the meaning of Section 2(a)(16)
      of
      the Investment Company Act of 1940 having a maturity of 180 days or less or
      in
      money market funds meeting certain conditions under Rule 2a-7 promulgated under
      the Investment Company Act of 1940. **** By
      restricting the investment of the proceeds to these instruments, we intend
      to
      meet the requirements for the exemption provided in Rule 3a-1 promulgated under
      the Investment Company Act of 1940.




If
      we are
      nevertheless deemed to be an investment company under the Investment Company
      Act
      of 1940, we may be subject to certain restrictions that may make it more
      difficult for us to complete a business combination, including:




·
            restrictions
                on the nature of our investments;
                and




·
            restrictions
                on the issuance of securities.




25




In
      addition, we may have imposed upon us certain burdensome compliance
      requirements, including:




·
            registration
                as an investment company;




·
            adoption
                of a specific form of corporate structure;
                and




·
            reporting,
                record keeping, voting, proxy, compliance policies and procedures
                and
                disclosure requirements and other rules and
                regulations.




Compliance
      with these additional regulatory burdens would require additional expense for
      which we have not allotted.




***If
      we acquire a target business with operations outside of the United States,
      economic, political, social and other factors of the country where the target
      business operates may adversely affect our ability to achieve our business
      objective.***




If
      we
      acquire a target business that operates in a foreign country, our ability to
      achieve our business objective may be adversely affected by economic, political,
      social and religious factors of the country where the target business operates.
      The economy of such country may differ favorably or unfavorably from the U.S.
      economy in such respects as the level of economic development, the amount of
      governmental involvement, the growth rate of its gross domestic product, the
      allocation of resources, the control of foreign exchange, the rate of inflation,
      capital reinvestment, resource self-sufficiency and balance of payments
      position. These differences may adversely affect our ability to acquire one
      or
      more businesses with operations outside the United States. Additionally, changes
      in the country's laws or regulations or political conditions may also impact
      our
      ability to acquire a foreign target business.





***One
      or more countries where the target business operates*** ***may have corporate disclosure, governance and regulatory requirements that
      are
      different from those in the United States, which may make it more difficult
      or
      complex to consummate a business combination.***




Companies
      in other countries are subject to accounting, auditing, regulatory and financial
      standards and requirements that differ, in some cases significantly, from those
      applicable to public companies in the United States, which may make it more
      difficult or complex to consummate a business combination. In particular, the
      assets and profits appearing on the financial statements of a company located
      outside the United States may not reflect its financial position or results
      of
      operations in the way they would be reflected had such financial statements
      been
      prepared in accordance with U.S. generally accepted accounting principles.
      There
      may be substantially less publicly available information about companies located
      outside the United States than there is about United States companies. Moreover,
      companies in other countries may not be subject to the same degree of regulation
      as are United States companies with respect to such matters as insider trading
      rules, tender offer regulation, stockholder proxy requirements and the timely
      disclosure of information.




Legal
      principles relating to corporate affairs and the validity of corporate
      procedures, directors’ fiduciary duties and liabilities and stockholders’ rights
      for companies located outside the United States may differ from those that
      may
      apply in the United States, which may make the consummation of a business
      combination with such companies located outside
      of the United States more
      difficult. We therefore may have more difficulty in achieving our business
      objective.





***Foreign
      currency fluctuations could adversely affect our business and financial
      results.***




If
      we
      acquire a target business which does business and generates sales in one or
      more
      countries outside the United States, foreign currency fluctuations may affect
      the costs that we incur in such international operations. It is also possible
      that some or all of our operating expenses may be incurred in non-U.S. dollar
      currencies. The appreciation of non-U.S. dollar currencies in those countries
      where we have operations against the U.S. dollar would increase our costs and
      could harm our results of operations and financial condition.





***Exchange
      controls that exist in certain countries may limit our ability to utilize our
      cash flow effectively following a business
      combination.***




If
      we
      effect a business combination with a target business that operates in one or
      more countries outside of the United States, we may become subject to rules
      and
      regulations on currency conversion that are in effect in certain countries.
      Such
      rules and regulations impose restrictions on conversion of local currency into
      foreign currencies with respect to entities with foreign equity holdings in
      excess of a certain level. Such restrictions on currency exchanges may limit
      our
      ability to use our cash flow for the distribution of dividends to our
      stockholders or to fund operations we may have outside of the country where
      the
      target business is located.




26




***Because
      any target business with which we attempt to complete a business combination
      may
      be required to provide our stockholders with financial statements prepared
      in
      accordance with, or which can be reconciled to, United States generally accepted
      accounting principles, prospective target businesses may be
      limited.***




In
      accordance with requirements of United States Federal Securities Laws, in order
      to seek stockholder approval of a business combination, a proposed target
      business may be required to have certain financial statements which are prepared
      in accordance with, or which can be reconciled to, U.S. generally accepted
      accounting principles and audited in accordance with U.S. generally accepted
      auditing standards. To the extent that a proposed target business does not
      have
      financial statements which have been prepared in accordance with, or which
      can
      be reconciled to, U.S. generally accepted accounting principles and audited
      in
      accordance with U.S. generally accepted auditing standards, we may not be able
      to complete a business combination with that proposed target business. These
      financial statement requirements may limit the pool of potential target
      businesses with which we may complete a business combination.





***Returns
      on investment in companies with operations outside the United States may be
      decreased by withholding and other taxes.***




If
      we
      effect a business combination with a target business that operates in one or
      more countries outside of the United States, our investments in certain
      countries may incur tax risk, and income that might otherwise not be subject
      to
      withholding of local income tax under normal international conventions may
      be
      subject to withholding in such countries. Any withholding taxes paid by us
      on
      income from our investments in other countries may or may not be creditable
      on
      our income tax returns. We intend to avail ourselves of income tax treaties
      that
      are in place to seek to minimize any withholding tax or local tax otherwise
      imposed in other countries. However, there is no assurance that the local tax
      authorities will recognize application of such treaties to achieve a
      minimization of local tax. We may also elect to create foreign subsidiaries
      to
      effect the business combinations to attempt to limit the potential tax
      consequences of a business combination.





***Certain
      sectors of the economy in one or more countries where a target business operates
      may be subject to government regulations that limit foreign ownership, which
      may
      adversely affect our ability to achieve our business
      objective.***




Some
      countries have in place government regulations that aim to limit foreign
      ownership in certain sectors of their economy. As we intend to avoid sectors
      in
      which foreign investment is disallowed, the possible number of acquisitions
      outside of the United States that are available for investment may be limited.
      Our management team will evaluate the risk associated with investments in
      sectors in which foreign investment is restricted. However, there can be no
      guarantee that our management team will be correct in its assessment of
      political and policy risk associated with investments in general and in
      particular in sectors that are regulated by the applicable government. Any
      changes in policy could have an adverse impact on our ability to achieve our
      business objective.




If
      any
      relevant government authorities find us or the target business with which we
      ultimately complete a business combination to be in violation of any existing
      or
      future laws or regulations in place, they would have broad discretion in dealing
      with such a violation, including, without limitation:




·
            Levying
                fines;




·
            Revoking
                our business and other licenses;
                and




·
            Requiring
                that we restructure our ownership or
                operations.




27




***If
      we effect a business combination with a target business located outside of
      the
      United States,***  ***the
      target business's operations may become less attractive if political and
      diplomatic relations between the United States and the country where the target
      business is located deteriorate.***




The
      relationship between the United States and the country where a target business
      is located may weaken over time. Changes in the state of the relations between
      such country and the United States are difficult to predict and could adversely
      affect our future operations or cause potential target businesses to become
      less
      attractive. This could lead to a decline in our profitability. Any meaningful
      deterioration of the political and diplomatic relations between the United
      States and the relevant country could have a material adverse effect on our
      operations after a successful completion of a business combination.





***If
      we effect a business combination with a target business located outside of
      the
      United States,***  ***we
      may be unable to enforce our rights because the local judiciary, which may
      be
      relatively inexperienced in enforcing corporate and commercial law, will
      determine the scope and enforcement of almost all of our target business's
      material agreements under local law.***




If
      we
      effect a business combination with a company located outside of the United
      States, the laws of the country in which such company operates will govern
      almost all of the material agreements relating to its operations. We cannot
      assure you that the target business will be able to enforce any of its material
      agreements or that remedies will be available in this new jurisdiction. The
      local judiciary may be relatively inexperienced in enforcing corporate and
      commercial law, and the system of laws and the enforcement of existing laws
      in
      such jurisdiction may not be as certain in implementation and interpretation
      as
      in the United States. The inability to enforce or obtain a remedy under any
      of
      our future agreements could result in a significant loss of business, business
      opportunities or capital.





***Because
      certain of our directors and officers reside outside of the United States,
      it
      may be difficult for you to enforce your rights against them or enforce U.S.
      court judgments against them.***




Two
      of
      our directors, one of whom also serves as an officer, reside outside of the
      United States. Additionally, if we effect a business combination with a company
      located overseas, substantially all of our assets will be located outside of
      the
      United States after the consummation of the business combination. It may
      therefore be difficult for investors in the United States to enforce their
      legal
      rights, to effect service of process upon our directors or officers or to
      enforce judgments of U.S. courts predicated upon civil liabilities and criminal
      penalties of our directors and officers under United States Federal securities
      laws. Further, it is unclear whether extradition treaties that may be in effect
      would permit effective enforcement of criminal penalties of the United States
      Federal securities laws.




***If
      we effect a business combination with a company located outside of the United
      States, we would be subject to a variety of additional risks that may negatively
      impact our operations.***




If
      we
      effect a business combination with a company located outside of the United
      States, we would be subject to risks associated with companies operating in
      the
      target business’s home jurisdiction. The additional risks we may be exposed to
      include but are not limited to the following:




·
            tariffs
                and trade barriers;




·
            regulations
                related to customs and import/export
                matters;




·
            longer
                payment cycles;




·
            tax
                issues, such as tax law changes and variations in tax laws as compared
                to
                the United States;




·
            challenges
                in collecting accounts receivable;




·
            cultural
                and language differences;




·
            employment
                regulations; and




·
            crimes,
                strikes, riots, civil disturbances, terrorist attacks and
                wars.




**Item
      1B.**  **Unresolved
      Staff Comments**




Not
      applicable.




28




**Item
      2.**   **Properties**




We
      do not
      own any real estate or other physical properties materially important to our
      operation. We maintain our principal executive offices at 153 East
      53 rd Street,
      58 th Floor,
      New York, New York 10022. We believe, based on rents and fees for similar
      services in the New York City metropolitan area, that the fee charged by Renova
      U.S. Management LLC is at least as favorable as we could have obtained from
      an
      unaffiliated person. We consider our current office space, combined with the
      other office space available to our executive officers, adequate for our current
      operations.




**Item
      3.**   **Legal
      Proceedings**




We
      are
      currently not subject to any material legal proceedings, nor, to our knowledge,
      is any material legal proceeding threatened against us. From time to time,
      we
      may be a party to certain legal proceedings incidental to the normal course
      of
      our business. While the outcome of these legal proceedings cannot be predicted
      with certainty, we do not expect that these proceedings will have a material
      effect upon our financial condition or results of operation.




**Item
      4.**   **Submission
      of Matters to a Vote of Security Holders**




No
      matters were submitted to a vote of our stockholders during the quarter ended
      December 31, 2007.




**PART
      II**




**Item5.**
              **Market
                  for Registrant's Equity, Related Stockholder Matters and Issuer
                  Purchases
                  of Equity Securities**




**Price
      Range of Common Stock**




Our
      units, which consist of one share of our common stock, par value $.0001 per
      share, and one warrant, each to purchase an additional share of our common
      stock, trade on the American Stock Exchange under the symbol “BUS.U.” Our common
      stock and warrants have traded separately on the American Stock Exchange under
      the symbol “BUS” and “BUS.W”, respectively, since May 30, 2007. Each warrant
      entitles the holder to purchase from us one share of our common stock at an
      exercise price of $6.00 commencing the later of the completion of a business
      combination or May 18, 2008. Our warrants will expire at 5:00 p.m., New York
      City time, on May 18, 2011, or earlier upon redemption.




The
      following tables set forth, for the calendar quarter indicated, the quarterly
      high and low sale prices for the Company's units, common stock and warrants
      respectively, as reported on the American Stock Exchange.




**Quarter
                Ended**
            
            **Units**
            
            **Common
                Stock**
            
            **Warrants****High**
            
            
            **Low**
            
            
            **High**
            
            
            **Low**
            
            
            **High**
            
            
            **Low**December
                31, 2007
            
            $
            8.20
            
            $
            7.93
            
            $
            7.45
            
            $
            7.41
            
            $
            0.82
            
            $
            0.58September
                30, 2007
            
            $
            8.32
            
            $
            8.00
            
            $
            7.30
            
            $
            7.30
            
            $
            0.85
            
            $
            0.64June
                30, 20071,2
            
            $
            8.30
            
            $
            8.10
            
            $
            7.40
            
            $
            7.40
            
            $
            0.90
            
            $
            0.83







1 Represents the high and low sale prices for our units from May 23, 2007, the
      date of our initial public offering.


2
      Represents the high and low sale prices for our shares of common stock and
      warrants from May 30, 2007, the date our common shares and warrants started
      trading separately on the American Stock Exchange.




**Holders
      of Common Equity**




As
      of
      March 19, 2008, we had approximately 7 stockholders of record of our outstanding
      common stock, approximately 1 holders of record of our outstanding units, and
      approximately 2 holders of record of our outstanding warrants. All of our units,
      common stock and warrants held by brokerage firms, banks and other financial
      institutions in the U.S. as nominees for beneficial owners are considered to
      be
      held of record by Cede & Co., a nominee for Depository Trust Company, or
      DTC, in respect of brokerage firms, banks and other financial institutions
      located in the U.S. Cede & Co. is considered to be the holder of record of
      one unit, one common stock, and one warrant.




29




**Dividends**




We
      have
      not paid any dividends on our common stock to date and do not intend to pay
      dividends prior to the completion of a business combination. The payment of
      dividends in the future will be contingent upon our revenues and earnings,
      if
      any, capital requirements general financial condition subsequent to completion
      of a business combination and the nature of the business with which we effect
      a
      business combination. The payment of any dividends subsequent to a business
      combination will be within the discretion of our then board of directors.
      Subject to the foregoing, it is the present intention of our board of directors
      to retain all earnings, if any, for use in our business operations and,
      accordingly, our board does not anticipate declaring any dividends in the
      foreseeable future.




**Performance
      Graph**




The
      following graph compares the cumulative total return for our common stock from
      May 30, 2007, the date our common stock started trading separately, through
      December 31, 2007 with the comparable cumulative return of two indices, the
      S&P 500 Index and the Dow Jones Industrial Average Index. The graph assumes
      $100 invested on May 30, 2007 in our common stock and $100 invested at that
      same
      time in each of the two listed indices.










**Issuer
      Purchases of Equity Securities**




We
      did
      not repurchase any of our equity securities during the three months ended
      December 31, 2007.




**Recent
      Sales of Unregistered Securities**




We
      did
      not engage in any unregistered sales of equity securities during the three
      months ended December 31, 2007.




**Use
      of Proceeds from Registered Offering**




In
      August
      2006, in connection with our formation and initial capitalization, we issued
      3,125,000 shares of our common stock to Columbus Holdings, at a purchase price
      of approximately $0.008 per share, or an aggregate of $25,000. Such shares,
      which we refer to as the “initial shares,” were issued in a private placement
      pursuant to the exemption from registration contained in Section 4(2) of the
      Securities Act of 1933. Andrew Intrater, our Chairman and Chief Executive
      Officer, controls Columbus Holdings in his capacity as its sole managing member.
      Mr. Intrater, together with certain members of our management team, are members
      of Columbus Holdings, and own in the aggregate approximately 79% of the Series
      A membership
      interests of Columbus Holdings, which series represent rights in and to the
      initial shares (but not the insider warrants described below) owned of record
      by
      Columbus Holdings. Columbus Holdings subsequently transferred 312,500 of these
      shares to Michael W. Ernestus, our Executive Director and President, and 30,000
      of these shares to each of our four independent members of our board of
      directors, for the same price that Columbus Holdings paid for these shares.
      No
      underwriting discounts or commissions were paid with respect to such sales.
      Columbus Holdings made such transfers in reliance upon exemptions from
      registration pursuant to Section 4(1) under the Securities Act of 1933.




30




On
      May
      23, 2007, we completed our initial public offering of 12,500,000 units, and
      an
      additional 1,875,000 units relating to the exercise in full 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 completion
      of a business combination with an operating company and May 18, 2008. Our common
      shares and warrants started trading separately on the American Stock Exchange
      on
      May 30, 2007. The securities that we sold in our initial public offering were
      registered under the Securities Act of 1933 on a registration statement on
      Form
      S-1 that we filed with the Securities and Exchange Commission (File No.
      333-138890). We paid $4,600,000 in underwriting discounts and commissions and
      approximately $600,000 for costs and expenses related to our initial public
      offering, and $3,450,000 of underwriting discounts and commissions have been
      deferred and are held in the trust account.




On
      May
      23, 2007, we completed a private placement of 3,650,000 warrants (which we
      refer
      to as the “insider warrants”) to Columbus Holdings, the same entity that
      purchased 3,125,000 of our common shares described above, 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
      the insider warrants will not be sold or transferred by it until after we have
      completed a business combination. No underwriting discounts or commissions
      were
      paid with respect to the sale of our insider warrants. The insider warrants
      were
      issued in a private placement pursuant to the exemption from registration
      contained in Section 4(2) of the Securities Act of 1933. Andrew Intrater, our
      Chairman and Chief Executive Officer, controls Columbus Holdings in his capacity
      as its sole managing member. Mr. Intrater, together with certain members of
      our
      management team, are members of Columbus Holdings, and own in the aggregate
      approximately 87% of the Series
      B membership
      interests of Columbus Holdings, which series represent rights in and to the
      insider warrants (but not the initial shares described above) owned of record
      by
      Columbus Holdings.




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 at Morgan Stanley, maintained by Continental
      Stock Transfer & Trust Company, acting as trustee. 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. The funds
      held in trust may be invested only in United States "government securities"
      within the meaning of Section 2(a)(16) of the Investment Company Act of 1940
      having a maturity of 180 days or less, or in money market funds meeting certain
      conditions under Rule 2a-7 promulgated under the Investment Company Act of
      1940,
      so that we are not deemed to be an investment company under the Investment
      Company Act of 1940. Except with respect to interest income that may be released
      to us from time to time upon our request of (i) up to $1,750,000 to fund our
      expenses related to investigating and selecting a target business and our other
      working capital requirements and (ii) any additional amounts we may need to
      pay
      our income or other tax obligations, the proceeds from our initial public
      offering that are held in trust will not be released from the trust account
      until the earlier of (i) the time that we complete a business combination and
      (ii) our liquidation, if we do not complete a business combination on or prior
      to May 18, 2009. The proceeds held in the trust account may be used as
      consideration to pay the sellers of a target business with which we complete
      a
      business combination. Any amounts not paid as consideration to the sellers
      of
      such target business may be used to finance operations of the target
      business.




31




On
      May
      23, 2007, Lazard Capital Markets LLC, the representative of the underwriters
      for
      our initial public offering, exercised its over-allotment option and purchased
      1,875,000 additional units from us, which units are identical to the units
      we
      issued and sold in our initial public offering. The net proceeds from the
      exercise of the over-allotment option were approximately $13,950,000, after
      deducting underwriting discounts and commissions of $1,050,000. All the net
      proceeds from the exercise of the over-allotment option and $450,000 of deferred
      underwriting discounts and commissions relating to the exercise of the
      over-allotment option, or a total of $14,400,000, have been placed in trust.




On
      May
      23, 2007, we granted to the underwriters in our initial public offering, for
      $100, an option to purchase up to a total of 625,000 units at a price of $10.00
      per unit. The units issuable upon exercise of these options are identical to
      the
      units that we issued in our initial public offering. This option is exercisable
      at $10.00 per unit commencing on the later of our consummation of a business
      combination and May 18, 2008, and expires on May 18, 2012. The purchase option
      is exercisable on a cashless basis. This option, as well as the units issuable
      upon exercise of this option, the common shares and warrants underlying the
      units subject to this option, and the common shares issuable upon exercise
      of
      the warrants included in such units, were registered under the Securities Act
      of
      1933 on the same registration statement on Form S-1 that we filed with the
      Securities and Exchange Commission in connection with out initial public
      offering.




Approximately
      $155,000 of the expenses relating to our initial public offering, including
      the
      SEC registration fee, the NASD filing fee, the non-refundable portion of the
      American Stock Exchange listing fee and a portion of the legal and audit fees,
      were paid from a loan made by Columbus Holdings totaling $150,000 and from
      the
      proceeds from the sale of 3,125,000 of our common shares to our initial
      stockholders. We repaid the loan in full on May 23, 2007.




**Item
      6.**   **Selected
      Financial Data**




The
      following table sets forth selected historical financial information derived
      from our audited consolidated financial statements included elsewhere in this
      Report. The following data should be read in conjunction with “Management's
      Discussion and Analysis of Financial Condition and Results of Operations” and
      our consolidated financial statements including the notes thereto, included
      elsewhere in this annual report.





**Statement of Operations Information:**
            
            **For the year**
              **December 31,**
              **2007**
            
            **August 1,**
              **2006**
              **(inception)**
              **through**
              **December**
              **31, 2006**
            
            **August 1,**
              **2006**
              **(inception)**
              **through**
              **December 31,**
              **2007**Interest
                Income
            
            $
            3,434,578
            
            $
            -
            
            $
            3,434,578Expenses
            
            
            (432,000
            )
            
            (1,453
            )
            
            (433,453
            )Net
                income before income taxes
            
            
            3,002,578
            
            
            (1,453
            )
            
            3,001,125Provision
                for income taxes
            
            
            (1,438,000
            )
            
            -
            
            
            (1,438,000
            )Net
                income
            
            $
            1,564,578
            
            $
            (1,453
            )
            $
            1,563,125Net
                income per share basic and diluted
            
            $
            0.13
            
            $
            -
            
            $
            0.17Weighted
                average shares outstanding
            
            
            12,065,068
            
            
            3,125,000
            
            
            9,424,469





**Balance Sheet Information:**
            
            **As of**
              **December 31,**
              **2007**
            
            **As of**
              **December 31,**
              **2006**Working
                Capital
            
            $
            111,428,368
            
            $
            (318,480
            )Total
                Assets
            
            
            116,713,426
            
            
            385,047Total
                liabilities
            
            
            5,141,058
            
            
            361,500Common
                stock, subject to possible conversion
            
            
            32,979,628
            
            
            -Stockholders’
                equity
            
            $
            78,592,740
            
            $
            23,547




32




The
      total
      assets amount includes the $116,465,340 being held in the trust account, which
      will be available to use only upon the consummation of a business combination
      within the time period described in this annual report. If a business
      combination is not so consummated, we will be dissolved and the proceeds held
      in
      the trust account will be distributed solely to our public stockholders.




We
      will
      not proceed with a business combination if public stockholders owning 30% or
      more of the common shares included in the units sold in our initial public
      offering exercise their conversion rights and vote against the business
      combination. Accordingly, we may effect a business combination if public
      stockholders owning less than 30% of the common shares included in the units
      sold in our initial public offering exercise their conversion rights. If this
      occurred, we would be required to convert to cash up to approximately 29.99%
      of
      the 14,375,000 common shares included in the units sold in our initial public
      offering (which includes 1,875,000 units relating to the exercise in full of
      the
      underwriter’s over-allotment option), or 4,311,063 common shares, at an initial
      per share conversion price of approximately $7.89 (for a total of approximately
      $34,014,287 including $1,034,655, or $0.24 per share, payable from the deferred
      underwriting discounts and commissions), without taking into account interest
      earned on the trust account. The actual per share conversion price will be
      equal
      to the amount in the trust account, before payment of deferred underwriting
      discounts and commissions and including all accrued interest after distribution
      of interest income on the trust account balance to us, as of two business days
      prior to the proposed consummation of the business combination, divided
      by ** the
      number of shares of common stock sold in the initial public
      offering.




**Item
      7.**   **Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations**




***Forward
      Looking Statements***




You
      should read the following discussion and analysis of our financial condition
      and
      results of operations together with "Selected Financial Data" and our financial
      statements and notes thereto that appear elsewhere in this annual report. This
      discussion and analysis contains forward-looking statements that involve
      assumptions and describe our future plans, strategies and expectations, and
      are
      generally identifiable by use of the words “may,” “will,” “should,” “expect,”
“anticipate,” “believe,” “estimate,” “plans,” “intend,” “project,” and
“continue” or the negative of these words or other variations on these words or
      comparable terminology. These forward-looking statements are based on
      assumptions that may be incorrect, and we cannot assure you that these
      projections included in these forward-looking statements will come to pass.
      Our
      actual results could differ materially from those expressed or implied by the
      forward-looking statements as a result of various factors including, but not
      limited to, those presented under “Risk Factors” included in Item 1A and
      elsewhere in this annual report.




We
      have
      based the forward-looking statements included in this annual report on
      information available to us on the date of this annual report, and we assume
      no
      obligation to update any such forward-looking statements. Although we undertake
      no obligation to revise or update any forward-looking statements, whether as
      a
      result of new information, future events or otherwise, you are advised to
      consult any additional disclosures that we make directly to you or through
      reports that we in the future may file with the SEC, including annual reports
      on
      Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.




***Overview***




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 annual report.




33




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 at Morgan Stanley & Co. Incorporated,
      maintained by Continental Stock Transfer & Trust Company, acting as trustee.
      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. The funds held in trust may be invested only in United States "government
      securities" within the meaning of Section 2(a)(16) of the Investment Company
      Act
      of 1940 having a maturity of 180 days or less, or in money market funds meeting
      certain conditions under Rule 2a-7 promulgated under the Investment Company
      Act
      of 1940, so that we are not deemed to be an investment company under the
      Investment Company Act. These funds are currently invested in a money market
      fund that invests in short-term securities issued or guaranteed by the United
      States. Except with respect to interest income that may be released to us from
      time to time upon our request of (i) up to $1,750,000 to fund our expenses
      related to investigating and selecting a target business and our other working
      capital requirements and (ii) any additional amounts we may need to pay our
      income or other tax obligations, the proceeds from our initial public offering
      that are held in trust will not be released from the trust account until the
      earlier of (i) the time that we complete a business combination with one or
      more
      operating businesses and (ii) our liquidation, if we do not complete a business
      combination on or prior to May 18, 2009. The proceeds held in the trust account
      may be used as consideration to pay the sellers of a target business with which
      we complete a business combination. Any amounts not paid as consideration to
      the
      sellers of such target business may be used to finance operations of the target
      business.




Through
      December 31, 2007, our efforts have been limited to organizational activities,
      activities relating to our initial public offering, activities relating to
      identifying and evaluating prospective acquisition candidates, and activities
      relating to general corporate matters; we have neither engaged in any operations
      nor generated any revenues, other than interest income earned on the proceeds
      of
      our private placement and initial public offering. For the period ended December
      31, 2007, we earned approximately $3,460,340 million in interest income, all
      of
      which was received as of December 31, 2007.





For
      the
      period from August 1, 2006 (inception) through December 31, 2006, we paid $1,453
      in expenses. For the period from August 1, 2006 (inception) through December
      31,
      2007, we paid or incurred $433,453 in expenses. For the year ended December
      31,
      2007, we paid or incurred an aggregate of approximately $432,000 in expenses
      for
      the following purposes:




·
            premiums
                associated with our directors and officers liability
                insurance;


·
            franchise
                tax incurred in the State of
                Delaware;


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


·
            expenses
                for due diligence and investigation of prospective target
                businesses;


·
            legal
                and accounting fees relating to our SEC reporting obligations, general
                corporate matters and investigating target businesses;
                and


·
            miscellaneous
                expenses.




34




We
      will
      continue to earn interest on the trust account to finance our operations prior
      to consummating a business combination. 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, 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
      I
      of this annual report under the heading “Risk Factors” 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 ability to effect a business
      combination. Approximately $1,750,000 of working capital over this time period
      has been or will be funded from the interest earned from the funds held in
      the
      trust account. Over this time period, we 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 relating to our SEC reporting obligations and
                general
                corporate matters;


·
            structuring
                and negotiating a business combination, including the making of a
                down
                payment or the payment of exclusivity or similar fees and expenses;
                and


·
            other
                miscellaneous expenses.




To
      the
      extent we incur expenses prior to the completion of a business combination
      in
      excess of the $1,750,000 available to us from the interest earned on the trust
      account, we intend to pay such excess 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.




We
      may
      use substantially all of the proceeds held in trust, other than the deferred
      underwriting discounts and commissions of $3,450,000 and amounts used for
      working capital and for taxes, to acquire one or more target business. However,
      we may not use all the proceeds held in the trust account in connection with
      a
      business combination, either because the consideration for the business
      combination is less than the total proceeds that are then held in the trust
      account or because we finance a portion of the consideration by issuing our
      capital stock or debt securities, if such alternative is then available. In
      that
      event, the proceeds held in the trust account as well as any other net proceeds
      not expended will be used to finance the operations of the target business
      or
      businesses. The operating business or businesses that we acquire in such
      business combination must have, individually or collectively, a fair market
      value equal to 80% of our net assets at the time of such acquisition (excluding
      deferred underwriters’ discounts and commissions of $3,450,000). If we complete
      multiple business combinations that collectively have a fair market value of
      80%
      of our net assets, then we would require that such transactions be completed
      simultaneously. We do not currently anticipate that we will complete a business
      combination with more than one operating business; however, we cannot assure
      you
      at this time that we will not do so.




We
      have
      reviewed, and continue to review, a number of opportunities to enter into a
      business combination with an operating business; however, all of our discussions
      to date with target companies have been preliminary in nature. Accordingly,
      we
      are not able to determine at this time whether we will complete a business
      combination with any of the target companies that we have reviewed or with
      whose
      management we have had discussions, or the likelihood thereof.




There
      is
      no assurance that our plans to consummate a business combination will be
      successful or successful within the target business acquisition period, which
      ends on May 18, 2009. These factors, among others, raise substantial doubt
      about
      our ability to continue operations as a going concern. Our financial statements,
      which accompany this annual report, do not include any adjustments that may
      result from the outcome of this uncertainty.




35




***Liquidity
      and Capital Resources***





As
      of
      December 31, 2007, 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 $395,000
      in the aggregate of the interest earned on the funds held in the trust account
      through such date, $116,465,340 was held in trust and we had working capital
      of
      approximately $1,355,000 of unrestricted cash available to us for our activities
      in connection with identifying and conducting due diligence of a suitable
      business combination and for general corporate purposes. The following table
      shows the total funds held in the trust account through December 31,
      2007:




Net
                  proceeds from our initial public offering and private placement
                  of
                  warrants toColumbus
                  Holdings placed in trust
              
              $
              109,950,000Deferred
                  underwriters’ discounts and commissions
              
              $
              3,450,000Total
                  interest received to date
              
              $
              3,460,340Less
                  total interest disbursed to us for working capital through December
                  31,
                  2007
              
              $
              (395,000
              )Total
                  funds held in trust account through December 31, 2007
              
              $
              116,465,340




We
      believe that the net proceeds that are held in trust will be sufficient to
      allow
      us to consummate a business combination. However, because we have not yet
      identified with any degree of certainty any particular target business, we
      cannot ascertain the capital requirements for any particular transaction. If
      the
      net proceeds held in trust prove to be insufficient, either because of the
      size
      of the target business, the depletion of the available net proceeds expended
      in
      search of a target business, or our obligation to convert into cash up to 29.99%
      of the shares held by the public stockholders as described in Note 1 of our
      financial statements, 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 annual report and for the many months
      preceding the date of this annual report, 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
      in
      other markets worldwide. The current 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, and decreased availability of equity capital. We cannot predict
      whether the current situation in the credit and equity markets will improve
      or
      whether it will deteriorate further. 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. If we fail to complete a specific business combination after expending
      substantial management time and attention and incurring substantial costs for
      accountants, attorneys, and others, such costs likely would not be recoverable,
      which could materially adversely affect subsequent attempts to locate and
      combine with another target business within the required time frame. 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.




The
      initial target business or businesses with which we combine must have a
      collective fair market value equal to at least 80% of the balance in the trust
      account (excluding deferred underwriters' discounts and commissions of
      $3,450,000). However, we may not use all of the proceeds held in the trust
      account in connection with a business combination, either because the
      consideration for the business combination is less than the proceeds in trust
      or
      because we finance a portion of the consideration with capital stock or debt
      securities that we can issue. In that event, the proceeds held in the trust
      account as well as any other net proceeds not expended will be used to finance
      the operations of the target business or businesses.




36




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 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):




·
            may
                significantly reduce the equity interest of our
                stockholders;




·
            will
                likely cause a change in control if a substantial number of our shares
                of
                common stock or voting preferred stock are issued, which may affect,
                among
                other things, our ability to use our net operating loss carry forwards,
                if
                any, and may also result in the resignation or removal of one or
                more of
                our present officers and directors;
                and


·
            may
                adversely affect prevailing market prices for our common
                stock.




Similarly,
      if we issue debt securities, it could result in:




·
            default
                and foreclosure on our assets if our operating revenues after a business
                combination are insufficient to pay our debt
                obligations;




·
            acceleration
                of our obligations to repay the indebtedness even if we make all
                principal
                and interest payments when due if we breach the covenants contained
                in any
                debt securities, such as covenants that require the satisfaction
                or
                maintenance of certain financial ratios or reserves, without a waiver
                or
                renegotiation of such covenants;


·
            an
                obligation to immediately repay all principal and accrued interest,
                if
                any, upon demand to the extent any debt securities are payable on
                demand;
                and


·
            our
                inability to obtain additional financing, if necessary, to the extent
                any
                debt securities contain covenants restricting our ability to obtain
                additional financing while such security is outstanding, or to the
                extent
                our existing leverage discourages other potential
                investors.




If
      we are
      unable to complete a business combination on or prior to May 18, 2009 (24 months
      from the effective date of our initial public offering), we will be forced
      to
      liquidate. If we are forced to liquidate, the per share liquidation amount
      may
      be less that the initial per unit public offering price because of the
      underwriting commissions and expenses related to our public offering and because
      of the value of the warrants in the per unit offering price. Additionally,
      if
      third parties make claims against us, the offering proceeds held in the trust
      account could be subject to those claims, resulting in a further reduction
      to
      the per share liquidation price. Under Delaware law, our stockholders who have
      received distributions from us may be held liable for claims by third parties
      to
      the extent such claims are not paid by us. Furthermore, our warrants will expire
      worthless if we liquidate before we complete a business
      combination.




***Impact
      of Recent Accounting Pronouncements***




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 financial statements included in Item 8 of Part
      II of
      this annual report for a summary of our significant accounting policies.




Reference
      is made to Note 2 of our Financial Statements for a discussion of recently
      issued accounting pronouncements that could potentially impact us.




In
      September 2006, the FASB issued SFAS No. 157, *Fair
      Value Measurements* ,
      which
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. SFAS 157 is effective in fiscal years beginning after
      November 15, 2007. Management is currently evaluating the impact that the
      adoption of this statement may have on the Company's consolidated financial
      statements.




37




In
      February, 2007, the FASB issued SFAS No. 159, The *Fair
      Value Option for Financial Assets and Financial Liabilities- Including an
      amendment of FASB Statement No. 115* ,
      which
      provides all entities with an option to report selected financial assets and
      liabilities at fair value. SFAS 159 is effective for the first quarter of 2008.
      The Company is currently evaluating the impact of SFAS 159.




In
      December, 2007, the FASB issued SFAS No. 141R, *Business
      Combinations* ,
      which
      requires an acquirer to recognize the assets acquired, the liabilities assumed,
      and any noncontrolling interest in the acquiree at the acquisition date,
      measured at their fair market values as of that date. Adoption of SFAS 141(R)
      is
      required for combinations with an acquisition date on or after the beginning
      of
      the first annual reporting period beginning on or after December 15, 2008.
      Early
      adoption and retroactive application of SFAS 141(R) to fiscal years preceding
      the effective date are not permitted. The Company is currently evaluating the
      impact of SFAS 141(R) on the financial statements.




In
      December 2007, the FASB issued SFAS No. 160, *Noncontrolling
      Interests in Consolidated Financial Statements- an amendment of ARB No. 51,* which
      amends ARB No. 51 to establish accounting and reporting standards for the
      noncontrolling interest in a subsidiary and for the deconsolidation of a
      subsidiary. SFAS 160 clarifies that a noncontrolling interest in a subsidiary
      is
      an ownership interest in the consolidated entity that should be reported as
      equity in the consolidated financial statements. The effective date for SFAS
      160
      is for annual periods beginning on or after December 15, 2008. Early adoption
      and retroactive application of SFAS 160 to fiscal years preceding the effective
      date are not permitted. The Company is currently evaluating the impact of SFAS
      160 on the financial statements.




**Item
              7A.**
            **Quantitative
                and Qualitative Disclosures about Market Risk****




To
      date,
      our efforts have been limited to organizational activities and activities
      relating to our initial public offering and the identification of a target
      business; we have neither engaged in any operations nor generated any revenues.
      As the proceeds from our initial public offering held in trust have been
      invested in short term investments, our only market risk exposure relates to
      fluctuations in interest rates.




The
      proceeds of $113,400,000 from our initial public offering, including $3,650,000
      of proceeds from the private placement sale of 3,650,000 insider warrants to
      certain of our officers, directors and initial stockholders, that are held
      in
      trust (including approximately $3,450,000 of deferred underwriting discounts
      and
      commissions) have been invested in a money market fund that invests principally
      in short-term securities issued or guaranteed by the United States. As of March
      21, 2008, the effective annualized interest rate payable on our investment
      was
      approximately 2.91%. Assuming no other changes to our holdings as of March
      21,
      2008, a 1% decrease in the underlying interest rate payable on our investment
      as
      of March 21, 2008 would result in a decrease of approximately $284,600 in the
      interest earned on our investment for the following 90-day period, and a
      corresponding decrease in our net increase in stockholders' equity resulting
      from operations, if any, for that period.




We
      have
      not engaged in any hedging activities since our inception on August 1, 2006.
      We
      do not expect to engage in any hedging activities with respect to the market
      risk to which we are exposed.




38


**Item
                    8.**
                  **Financial
                      Statements and Supplementary
                      Data**




**Index
      to Financial Statements**




Document
              
              PageReports
                  of Independent Registered Public Accounting Firms
              
              F-1Balance
                  Sheets at December 31, 2007 and December 31, 2006
              
              F-3Statements
                  of Operations forthe
                  year ended December 31, 2007, the period from August 1, 2006 (inception)
                  through December 31, 2006 andthe
                  period from August 1, 2006 (inception) through December 31,
                  2007
              
              F-4Statements
                  of Stockholders’ Equity for the period from August 1, 2006 (inception)
                  though December 31, 2007
              
              F-5Statements
                  of Cash Flows for the year ended December 31, 2007, the period
                  from August
                  1, 2006 (inception) through December 31, 2006 and the period August
                  1,
                  2006 (inception) through December 31, 2007
              
              F-6Notes
                  to Financial Statements
              
              F-7




39




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors


Columbus
      Acquisition Corp.





We
      have
      audited the accompanying balance sheet of Columbus Acquisition Corp. (a
      development stage corporation) as of December 31, 2006, and the related
      statements of operations, stockholders’ equity and cash flows for the period
      from August 1, 2006 (inception) to December 31, 2006. These financial statements
      are the responsibility of the Company’s management. Our responsibility is to
      express an opinion on these financial statements based on our
      audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Columbus Acquisition Corp. as
      of
      December 31, 2006, and the results of its operations and its cash flows for
      the
      period from August 1, 2006 (inception) to December 31, 2006 in conformity with
      United States generally accepted accounting principles.




The
      accompanying financial statements have been prepared assuming Columbus
      Acquisition Corp. will continue as a going concern. Columbus Acquisition Corp.
      has a net loss, working capital deficiency and has no operations. This raises
      substantial doubt about Columbus Acquisition Corp.’s ability to continue as a
      going concern. The financial statements do not include any adjustments that
      might result from the outcome of this uncertainty.





/S/
              GOLDSTEIN
              GOLUB KESSLER LLP**GOLDSTEIN
                GOLUB KESSLER LLP**New
                York, New York





January
      31, 2007




F-1




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Board of Directors and Stockholders


Columbus
      Acquisition Corp.





We
      have
      audited the accompanying balance sheet of Columbus Acquisition Corp. (a
      development stage company) (the “Company”) as of December 31, 2007 and the
      related statements of operations, stockholders’ equity and cash flows for the
      year ended December 31, 2007 and the amounts included in the cumulative columns
      in the statements of operations and cash flows for the year ended December
      31,
      2007. These financial statements are the responsibility of the Company’s
      management. Our responsibility is to express an opinion on these financial
      statements based on our audit.




We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Columbus Acquisition Corp. as
      of
      December 31, 2007, and the results of its operations and their cash flows for
      the year ended December 31, 2007 and for the amounts included in the cumulative
      columns in the statements of operations and cash flows for the year ended
      December 31, 2007, in conformity with U.S. generally accepted accounting
      principles.





/S/
              McGLADREY
              & PULLEN, LLP**McGLADREY
                & PULLEN, LLP**New
                York, New York





March
      26,
      2008


F-2


**COLUMBUS
      ACQUISITION CORP.**


**(A
      Development Stage Company)**


**BALANCE
      SHEETS**




**December 31,**
              **2007**
            
            **December 31,**
              **2006****ASSETS**Current
                assets:Cash
            
            $
            84,716
            
            $
            43,020Investments held
                in trust
            
            
            113,015,340
            
            
            -Deferred
                underwriter commissions held in trust
            
            
            3,450,000
            
            
            -Prepaid
                expenses
            
            
            19,370
            
            
            -Total
                current assets
            
            
            116,569,426
            
            
            43,020Deferred
                tax asset
            
            
            144,000
            
            
            -Deferred
                offering costs associated with public offering
            
            
            -
            
            
            342,027Total
                assets
            
            $
            116,713,426
            
            $
            385,047**LIABILITIES
                AND STOCKHOLDERS' EQUITY**Liabilities:Accrued
                expenses
            
            $
            83,296
            
            $
            211,500Note
                payable to stockholder
            
            
            -
            
            
            150,000Current
                income tax liabilities
            
            
            1,582,000
            
            
            -Deferred
                interest
            
            
            25,762
            
            
            -Due
                to underwriter
            
            
            3,450,000
            
            
            -Total
                liabilities
            
            
            5,141,058
            
            
            361,500Common
                stock subject to possible conversion - 4,311,063 shares
            
            
            32,979,628
            
            
            -CommitmentsStockholders'
                equity:Preferred
                stock, $0.0001 par value, 1,000,000 shares authorized; none issued
                or
                outstandingCommon
                stock, $0.0001 par value, 39,000,000 shares authorized; 17,500,000
                shares
                (which includes 4,311,063 subject to possible conversion) and 3,125,000
                shares issued and outstanding at December 31, 2007 and December 31,
                2006,
                respectively
            
            
            1,750
            
            
            313Additional
                paid-in capital
            
            
            77,027,865
            
            
            24,687Retained
                earnings (deficit) accumulated during the development
                stage
            
            
            1,563,125
            
            
            (1,453
            )Total
                stockholders' equity
            
            
            78,592,740
            
            
            23,547Total
                liabilities and stockholders' equity
            
            $
            116,713,426
            
            $
            385,047




*See
      Notes to Financial Statements*





F-3




**COLUMBUS
      ACQUISITION CORP.**


**(A
      Development Stage Company)**





**STATEMENTS
      OF OPERATIONS**





**Year Ended**
              **December 31,**
              **2007**
            
            **Period from**
              **August 1, 2006**
              **(Inception) to**
              **December 31,**
              **2006**
            
            **Period from**
              **August 1, 2006**
              **(Inception) to**
              **December 31,**
              **2007**Interest
                income
            
            $
            3,434,578
            
            $
            -
            
            $
            3,434,578Formation
                and operating costs
            
            
            (432,000
            )
            
            (1,453
            )
            
            (433,453
            )Income
                before provision for income taxes
            
            
            3,002,578
            
            
            (1,453
            )
            
            3,001,125Provision
                for income taxes
            
            
            (1,438,000
            )
            
            -
            
            
            (1,438,000
            )Net
                income (loss)
            
            $
            1,564,578
            
            $
            (1,453
            )
            $
            1,563,125Net
                income per common share - basic and diluted
            
            $
            .13
            
            $
            -
            
            $
            .17Weighted
                average number of common shares
              outstanding
                - basic and diluted
            
            
            12,065,068
            
            
            3,125,000
            
            
            9,424,469




*See
      Notes to Financial Statements*




F-4


**COLUMBUS
      ACQUISITION CORP.**


**(A
      Development Stage Company)**





**STATEMENTS
      OF STOCKHOLDERS' EQUITY**


RetainedEarnings(Deficit)AccumulatedAdditional
                  
                  During the
                  
                  Stock-Common Stock
                  
                  Paid-in
                  
                  Development
                  
                  holdersShares
                  
                  Amount
                  
                  Capital
                  
                  Stage
                  
                  EquityIssuance
                      of common stock on August 10, 2006 at $0.008 per share to initial
                      stockholders
                  
                  
                  3,125,000
                  
                  $
                  313
                  
                  $
                  24,687
                  
                  
                  -
                  
                  $
                  25,000Net
                      loss for the period from August 1, 2006 (inception) to December
                      31,
                      2006
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (1,453
                  )
                  
                  (1,453
                  )Balance
                      at December 31, 2006
                  
                  
                  3,125,000
                  
                  
                  313
                  
                  
                  24,687
                  
                  
                  (1,453
                  )
                  
                  23,547Sale
                      of private placement warrants at $1.00 per warrant
                  
                  
                  -
                  
                  
                  -
                  
                  
                  3,650,000
                  
                  
                  -
                  
                  
                  3,650,000Sale
                      of 14,375,000 units net of underwriter discount and offering
                      expenses(including 4,311,063 shares subject to possible conversion)
                      at
                      $8.00 per unit
                  
                  
                  14,375,000
                  
                  
                  1,437
                  
                  
                  106,332,706
                  
                  
                  -
                  
                  
                  106,334,143Reclassification
                      from stockholders’ equity of proceeds from sale of 4,311,063 shares
                      subject to possible conversion
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (32,979,628
                  )
                  
                  -
                  
                  
                  (32,979,628
                  )Sale
                      of underwriters' purchase option
                  
                  
                  -
                  
                  
                  -
                  
                  
                  100
                  
                  
                  -
                  
                  
                  100Net
                      income for the year ended December 31, 2007
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  1,564,578
                  
                  
                  1,564,578Balance,
                      December 31, 2007
                  
                  
                  17,500,000
                  
                  $
                  1,750
                  
                  $
                  77,027,865
                  
                  $
                  1,563,125
                  
                  $
                  78,592,740




*See
      Notes to Financial Statements*




F-5


**COLUMBUS
      ACQUISITION CORP.**


**(A
      Development Stage Company)**





**STATEMENTS
      OF CASH FLOWS**




**Year Ended,**
              **December 31,**
              **2007**
            
            **Period from**
              **August 1, 2006**
              **(Inception) to**
              **December 31,**
              **2006**
            
            **Period from**
              **August 1, 2006**
              **(Inception) to**
              **December 31,**
              **2007**Cash
                flows from operating activities:Net
                income
            
            $
            1,564,578
            
            $
            (1,453
            )
            $
            1,563,125Adjustments
                to reconcile net income to net cash provided by (used in) operating
                activities:Interest
                on investment held in trust
            
            
            (3,460,340
            )
            
            -
            
            
            (3,460,340
            )Deferred
                tax asset
            
            
            (144,000
            )
            
            -
            
            
            (144,000
            )Prepaid
                expenses
            
            
            (19,370
            )
            
            -
            
            
            (19,370
            )Accrued
                expenses
            
            
            83,296
            
            
            -
            
            
            83,296Current
                tax liabilities
            
            
            1,582,000
            
            
            -
            
            
            1,182,000Deferred
                interest
            
            
            25,762
            
            
            -
            
            
            25,762Net
                cash used in operating activities
            
            
            (368,074
            )
            
            (1,453
            )
            
            (369,527
            )Cash
                flows from investing activities:Cash
                deposit in trust accounts
            
            
            (113,400,000
            )
            
            -
            
            
            (113,400,000
            )Disbursement
                of interest earned on investments held in trust
            
            
            395,000
            
            
            -
            
            
            395,000Net
                cash used in investing activities
            
            
            (113,005,000
            )
            
            
            
            
            (113,255,000
            )Cash
                flows from financing activities:Proceeds
                from public offering
            
            
            115,000,000
            
            
            -
            
            
            115,000,000Payments
                of public offering costs
            
            
            (5,085,330
            )
            
            (130,527
            )
            
            (5,215,857
            )Proceeds
                from private placement of warrants
            
            
            3,650,000
            
            
            -
            
            
            3,650,000Proceeds
                from note payable to stockholder
            
            
            -
            
            
            150,000
            
            
            150,000Repayment
                of note payable to stockholder
            
            
            (150,000
            )
            
            -
            
            
            (150,000
            )Proceeds
                from sale of shares of common stock
            
            
            -
            
            
            25,000
            
            
            25,000Proceeds
                from underwriters purchase option
            
            
            100
            
            
            -
            
            
            100Net
                cash provided by financing activities
            
            
            113,414,770
            
            
            44,473
            
            
            113,459,243Net
                increase in cash
            
            
            41,696
            
            
            43,020
            
            
            84,716Cash,
                beginning of period
            
            
            43,020
            
            
            -
            
            
            -Cash,
                end of period
            
            $
            84,716
            
            $
            43,020
            
            $
            84,716Supplemental
                disclosure of non-cash financing activities:Accrual
                of deferred underwriting fees
            
            $
            3,450,000
            
            $
            -
            
            $
            3,450,000Accrual
                of deferred offering costs
            
            $
            -
            
            $
            211,500
            
            $
            -




*See
      Notes to Financial Statements*




F-6


**NOTES
      TO FINANCIAL STATEMENTS**




**Note
      1 - Organization and nature of business operations:**


Columbus
      Acquisition Corp. (the "Company") was incorporated in Delaware on August 1,
      2006
      as a blank check company whose objective is to acquire through a merger, stock
      exchange, asset acquisition or similar business combination a currently
      unidentified operating business or businesses.




The
      registration statement for the Company's initial public offering for the sale
      of
      units of shares of common stock and warrants to purchase common stock (the
      "Public Offering") was declared effective May 18, 2007 (see Note 3). The Company
      consummated the Public Offering on May 23, 2007 and received net proceeds of
      approximately $113,400,000, including $3,650,000 of proceeds from the private
      placement (the "Private Placement") sale of 3,650,000 insider warrants to
      certain officers, directors and stockholders of the Company. The warrants sold
      in the Private Placement were identical to the warrants sold in the Public
      Offering, but the purchasers in the Private Placement have waived their rights
      to receive any distributions on liquidation in the event the Company does not
      complete a business combination (as described below).




The
      Company's management has broad discretion with respect to the specific
      application of the net proceeds of this Public Offering, although substantially
      all of the net proceeds of the Public Offering are intended to be generally
      applied toward consummating a business combination with an operating business
      ("Business Combination"), which may not constitute a business combination for
      accounting purposes. Furthermore, there is no assurance that the Company will
      be
      able to successfully effect a Business Combination. Upon the closing of the
      Public Offering and Private Placement, $113,400,000, including $3,450,000
      applicable to the underwriters' discounts and commissions as described in Note
      3
      was deposited in a trust account ("Trust Account") in a money market fund
      invested in government securities. The trust account will be maintained until
      the earlier of (i) the consummation of its first Business Combination or (ii)
      the liquidation of the Company. The placement of funds in the Trust Account
      may
      not protect those funds from third party claims against the Company. Although
      the Company will seek to have all vendors, prospective target businesses or
      other entities it engages, execute agreements with the Company waiving any
      right, title, interest or claim of any kind in or to any amounts held in the
      Trust Account, there is no guarantee that they will execute such agreements.
      One
      of the Company's directors has agreed that he will be personally liable under
      certain circumstances to ensure that the proceeds in the Trust Account are
      not
      reduced by the claims of target businesses or vendors or other entities that
      are
      owed money by the Company for services rendered, contracted for or products
      sold
      to the Company. However, there can be no assurance that the director will be
      able to satisfy those obligations. The remaining net proceeds (not held in
      the
      Trust Account), along with up to $1,750,000 in interest income, may be used
      to
      pay for business, legal and accounting due diligence on prospective acquisitions
      and continuing general and administrative expenses.




F-7


**Note
      1 - Organization and nature of business operations
      (continued):**


The
      Company, after signing a definitive agreement for an acquisition, is required
      to
      submit such transaction for stockholder approval. In the event that stockholders
      owning 30% or more of the shares sold in the Public Offering vote against the
      Business Combination and exercise their conversion rights described below,
      the
      Business Combination will not be consummated. All of the Company's stockholders
      prior to the Public Offering, including all of the officers and directors of
      the
      Company (the "Initial Stockholders"), have agreed to vote their 3,125,000
      founding shares of common stock, as well as any shares of common stock acquired
      in connection with or following the Public Offering, in accordance with the
      vote
      of the majority in interest of all other stockholders of the Company (the
      "Public Stockholders") with respect to any Business Combination. After
      consummation of a Business Combination, these voting safeguards will no longer
      be applicable.




With
      respect to a Business Combination which is approved and consummated, any Public
      Stockholder who voted against the Business Combination may demand that the
      Company redeem his or her shares for cash. The per share redemption price will
      equal the amount in the Trust Account, calculated as of two business days prior
      to the consummation of the proposed Business Combination, divided by the number
      of shares of common stock held by Public Stockholders at the consummation of
      the
      Public Offering. Accordingly, Public Stockholders holding 29.99% of the
      aggregate number of shares owned by all Public stockholders may seek redemption
      of their shares in the event of a Business Combination. Such Public Stockholders
      are entitled to receive their per share interest in the Trust Account (subject
      to distributions for working capital and amounts paid or accrued for taxes)
      computed without regard to the shares held by Initial Stockholders. Accordingly,
      a portion of the net proceeds from the Public Offering (29.99% of the amount
      held in Trust Fund, excluding the deferred portion of the underwriters' discount
      and commission) has been classified as common stock subject to possible
      conversion on the accompanying December 31, 2007 balance sheet. In addition,
      such stockholders would be entitled to a portion of the deferred portion of
      the
      underwriters' discount and commission held in trust (see Note 3).




The
      Company's Certificate of Incorporation provides that the Company will continue
      in existence only until 24 months from the Effective Date of the Public
      Offering. If the Company has not completed a Business Combination by such date,
      its corporate existence will cease and it will dissolve and liquidate for the
      purposes of winding up its affairs. In the event of liquidation, it is likely
      that the per share value of the residual assets remaining available for
      distribution (including Trust Fund assets) will be less than the offering price
      per share in the Public Offering (assuming no value is attributed to the
      Warrants contained in the Units sold in the Public Offering as discussed in
      Note
      3).




F-8


**Note
      2 - Summary of significant accounting policies:**





**Investments held
      in trust:**


Investments
      held in trust consist of taxable and tax-free investments in money market
      funds.




**Deferred
      Interest:**


A
      portion
      (29.99%) of the interest earned on the Trust Account has been deferred on the
      balance sheet as it represents interest attributable to the common stock subject
      to possible conversion. (See Note 1).




**Concentration
      of credit risk:**


Financial
      instruments that potentially subject the Company to a significant concentration
      of credit risk consist primarily of cash and investments held in trust. The
      Company may maintain deposits in federally insured financial institutions in
      excess of federally insured limits. However ,
      management believes the Company is not exposed to significant credit risk due
      to
      the financial position of the depository institutions in which those deposits
      are held.




**Fair
      value of financial instruments:**


The
      fair
      values of the Company's assets and liabilities that are defined as financial
      instruments under Statement of Financial Accounting Standards ("SFAS")
      No. 107 "Disclosures about Fair Value of Financial Instrument," approximate
      their carrying amounts presented in the balance sheets at December 31, 2007
      and
      December 31, 2006.




F-9


**Note
      2 - Summary of significant accounting policies
      (continued):**




**New
      accounting pronouncements:**


In
      July
      2006, the Financial Accounting Standards Board ("FASB") issued FASB
      Interpretation No. 48, "Accounting for Uncertainty in Income Taxes," an
      interpretation of FASB Statement No. 109, "Accounting for Income Taxes" ("FIN
      48"), which provides criteria for the recognition, measurement, presentation
      and
      disclosure of uncertain tax positions. A tax benefit from an uncertain position
      may be recognized only if it is "more likely than not" that the position is
      sustainable based on its technical merits. The provisions of FIN 48 were
      effective for fiscal years beginning after December 15, 2006. The Company's
      adoption of FIN 48 as of January 1, 2007 did not have a material effect on
      the
      Company's financial condition or results of operations.




In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS
      157”). SFAS 157 defines fair value and establishes a framework for measuring
      fair value in accordance with generally accepted accounting principles. SFAS
      157
      also expands the disclosures related to fair value measurements used to value
      assets and liabilities. SFAS 157 is effective for fiscal years beginning after
      November 15, 2007 and interim periods within those fiscal years. The Company
      is
      currently evaluating whether the adoption of SFAS 157 will have a material
      impact on its financial statements.




No
      other
      recently issued accounting pronouncements that became effective during the
      year
      ended December 31, 2007 or that will become effective in a subsequent period
      has
      had or is expected to have a material impact on the Company’s financial
      statements.




**Deferred
      offering costs:**


Deferred
      offering costs consisted principally of accounting, legal and other fees
      incurred prior to the Public Offering and were charged to additional paid-in
      capital upon the consummation of the Public Offering.




**Net
      income per common share:**


Basic
      net
      income per common share is computed by dividing net income by the weighted
      average number of shares outstanding during each period. Diluted net income
      per
      common share reflects the additional dilution for all potentially dilutive
      securities such as outstanding warrants and the underwriters' option described
      in Note 3. The effect of the warrants outstanding as of December 31, 2007 for
      the purchase of 18,025,000 shares issued in connection with the Public Offering
      described in Note 3 have not been considered in the computation of diluted
      net
      income per share since the ability of the holders to exercise the warrants
      is
      contingent upon the consummation of a Business Combination. The effects of
      the
      625,000 units included in the underwriters’ option has not been considered in
      the calculation of diluted earnings per common share since the average market
      price of a unit through December 31, 2007 was less than the exercise price
      per
      unit.




F-10





**Note
      2 - Summary of significant accounting policies
      (continued):**




**Income
      taxes:**


The
      Company accounts for income taxes pursuant to the asset and liability method
      which requires deferred income tax assets and liabilities to be computed
      annually for temporary differences between the financial statement and tax
      bases
      of assets and liabilities that will result in taxable or deductible amounts
      in
      the future based on enacted tax laws and rates applicable to the periods in
      which the differences are expected to affect taxable income. Valuation
      allowances are established when necessary to reduce deferred tax assets to
      the
      amount expected to be realized. The income tax provision or benefit is the
      tax
      payable (including any interest and penalties incurred during the period) or
      refundable for the period plus or minus the change during the period in deferred
      tax assets and liabilities.




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




**Note
      3 - Initial public offering and value of unit purchase
      option:**


On
      May
      23, 2007, the Company sold 14,375,000 units ("Units"), including 1,875,000
      units
      pursuant to the over-allotment option granted to the underwriters, in the Public
      Offering at a price of $8.00 per unit. Each Unit consists of one share of the
      Company's common stock, $0.0001 par value, and one Redeemable Common Stock
      Purchase Warrant ("Warrant") and, accordingly, the Company issued 14,375,000
      shares of common stock and 14,375,000 warrants to purchasers of the units.
      Each
      Warrant entitles the holder to purchase from the Company one share of common
      stock at an exercise price of $6.00 per share commencing on the later of the
      completion of a Business Combination with a Target Business or one year from
      the
      effective date of the Public Offering and expires four years from the effective
      date of the Public Offering, unless earlier redeemed. The Warrants will be
      redeemable at a price of $0.01 per Warrant upon 90 days' notice after the
      Warrants become exercisable, only in the event that the last sale price of
      the
      common stock is at least $11.50 per share for any 20 trading days within a
      30
      trading day period ending on the third business day prior to the date on which
      notice of redemption is given. In accordance with the warrant agreement relating
      to the Warrants sold and issued in the Public Offering, the Company is only
      required to use its best efforts to maintain the effectiveness of the
      registration statement covering the Warrants. The Company will not be obligated
      to deliver securities, and there are no contractual penalties for failure to
      deliver securities, if a registration statement is not effective at the time
      of
      exercise. Additionally, in the event that a registration is not effective at
      the
      time of exercise, the holder of such Warrant shall not be entitled to exercise
      such Warrant and in no event (whether in the case of a registration statement
      not being effective or otherwise) will the Company be required to net cash
      settle the warrant exercise. Consequently, the Warrants may expire unexercised
      and unredeemed.




F-11


**Note
      3 - Initial public offering and value of unit purchase option
      (continued):**


In
      connection with the Public Offering, the Company paid Lazard Capital Markets
      LLC, the underwriters of the Public Offering, underwriting discounts and
      commissions of 7% of the gross Proceeds of the Offering ($8,050,000), of which
      3% of the gross proceeds ($3,450,000) will be held in the Trust Account and
      payable only upon the consummation of a Business Combination. If a Business
      Combination is approved and completed, public stockholders who voted against
      the
      Business Combination and have exercised their conversion rights will be entitled
      to their pro rata share of the deferred underwriters' discount and
      commissions.




On
      May
      30 th ,
      2007,
      the Warrants and the Units commenced trading separately.




Simultaneously
      with the consummation of the Public Offering, certain of the initial
      stockholders purchased 3,650,000 warrants ("Private Placement Warrants") at
      a
      purchase price of $1.00 per warrant, in a private placement. The proceeds of
      $3,650,000 were placed in the Trust Account. The Private Placement Warrants
      are
      identical to the Warrants underlying the Units sold in the Public Offering
      except that if the Company calls the Warrants for redemption, the Private
      Placement Warrants will be exercisable on a cashless basis as long as they
      are
      still held by the initial purchasers. The purchasers have agreed that the
      Private Placement Warrants will not be sold or transferred by them until 90
      days
      after the completion of a Business Combination.




In
      connection with this Offering, the Company issued an option to the underwriters,
      for $100, to purchase up to a total of 625,000 Units at $10.00 per Unit
      ("Purchase Option"). The Units issuable upon exercise of this option are
      identical to those offered in the Proposed Offering. The Purchase Option and
      its
      underlying securities have been registered under the registration statement.
      The
      Purchase Option has a term of five years.




The
      sale
      of the option was accounted for as an equity transaction on the basis of the
      proceeds received of $100 and not on the basis of the fair value of the
      securities sold. The Company has determined, based upon a Black-Scholes model,
      that the fair market value of the Purchase Option on the date of grant was
      approximately $1,762,500, using an expected life of five years, volatility
      of
      41% and a risk-free interest rate of 4.5%.




F-12


**Note
      3 - Initial public offering and value of unit purchase option
      (continued):**


The
      Company has no trading history. As a result, it is not possible to value the
      Purchase Option based on historical trades. In order to estimate the value
      of
      the Purchase Option for disclosure purposes, the Company considered the historic
      volatilities of publicly traded blank check companies that have completed
      business combinations. The average volatility of the representative companies
      was calculated to be 41%. Management believes that this volatility is a
      reasonable benchmark to use in estimating the value of the Purchase Option.
      The
      actual volatility of the Units will depend on many factors that cannot be
      ascertained at this time.




The
      Purchase Option may be exercised for cash or on a "cashless" basis, at the
      holder's option, such that the holder may use the appreciated value of the
      Purchase Option (the difference between the exercise prices of the Purchase
      Option and the underlying Warrants and the market price of the Units and
      underlying securities) to exercise the Purchase Option without the payment
      of
      any cash. The Company will have no obligation to net cash settle the exercise
      of
      the Purchase Option or the Warrants underlying the Purchase Option. The holder
      of the Purchase Option will not be entitled to exercise the Purchase Option
      or
      the Warrants underlying the Purchase Option unless a registration statement
      covering the securities underlying the Purchase Option is effective or an
      exemption from a registration is available. If the holder is unable to exercise
      the Purchase Option or the underlying Warrants, the Purchase Option or Warrants,
      as applicable, will expire worthless.




**Note
      4 - Investments held in trust:**


Investments
      held in trust consist of taxable and tax-free investments in government
      securities. Reconciliation of cash held in trust as of December 31, 2007, is
      as
      follows:




Contribution
                to trust
            
            $
            113,400,000Interest
                income received
            
            
            3,460,340Withdrawals
                to fund operations
            
            
            (395,000
            )Total Investments
                held in trust
            
            $
            116,465,340




**Note
      5 - Note payable to stockholder and related party
      transactions:**


The
      Company issued an unsecured promissory note for $150,000 to Columbus Acquisition
      Holdings LLC, its principal initial stockholder, on August 10, 2006. The note
      was non-interest bearing and was originally payable on the earlier of March
      31,
      2007 or the consummation of the Public Offering by the Company. On March 30,
      2007, Columbus Acquisition Holdings L.L.C. amended the due date of the loan,
      and
      it became payable on the earlier of June 30, 2007 or the consummation of the
      Public Offering. As of December 31, 2006, the balance due on the note payable
      was $150,000. On May 23, 2007, the Company repaid the loan in full.




The
      Company has agreed to pay up to $7,500 a month in total for office space and
      general and administrative services to an affiliate of certain members of the
      Company's management team. Services will terminate upon the earlier of (i)
      the
      consummation of a Business Combination or (ii) the liquidation of the Company.
      Payments since inception and for the year ended December 31, 2007, relating
      to
      this agreement totaled $52,500.




**Note
      6 - Income Taxes:**


The
      provision for income taxes consists of the following:




Federal
            
            $
            988,000State
                and local
            
            
            594,000Deferred
            
            
            (144,000
            )Total
            
            $
            1,438,000




F-13




**Note
      6 - Income Taxes (continued):**


Significant
      components of the Company’s deferred tax assets are as follows:




Expenses
                deferred for income tax purposes
            
            $
            177,000Revenue
                deferred for book purposes
            
            
            12,000Less:
                Valuation Allowance
            
            
            (45,000
            )Total
            
            $
            144,000




Management
      has recorded a valuation allowance against a portion of its state and local
      deferred tax asset because it believes that based on current operations at
      December 31, 2007 it will not be able to fully utilize this asset.




The
      Company’s effective tax rate of approximately 47.9% (which takes into account
      the valuation allowance) differs from the federal rate of 34% due to the
      following:




U.S
                statutory income tax rate
            
            
            34.0
            %State
                and local income taxes
            
            
            11.0
            %Valuation
                Allowance
            
            
            1.5
            %Other
            
            
            1.4
            %Effective
                tax rate
            
            
            47.9
            %




**Note 7
      - Preferred stock:**


The
      Company is authorized to issue up to 1,000,000 shares of preferred stock with
      such designations, voting and other rights and preferences as may be determined
      from time to time by the Board of Directors. No preferred shares had been issued
      as of December 31, 2007.




**Note 8
      - Reserved shares:**


At
      December 31, 2007, a total of 19,275,000 shares of common stock were reserved
      for issuance upon the exercise of Warrants and the underwriters' Purchase
      Option.




**Note 9
      - Commitments:**


The
      Company presently occupies office space provided by an affiliate of certain
      members of the Company’s management team. Such affiliate has agreed that, until
      the company consummates a Business Combination, it will make such office space,
      as well as certain office and secretarial services, available to the Company,
      as
      may be required by the Company from time to time. The Company has agreed to
      pay
      such affiliate $7,500 per month for such services commencing on the effective
      date of the offering.




Pursuant
      to letter agreements with the Company and the Underwriter, the initial
      Stockholders have waived their right to receive distributions with respect
      to
      their founding shares upon the Company’s liquidation.




F-14


**Note 10
      - Selected Quarterly Financial Data (Unaudited):**


The
      following is a summary of the quarterly results of operations of the Company
      for
      the year ended December 31, 2007.


**2007**
                      **First**
                      **Quarter**
                    
                    **2007**
                      **Second**
                      **Quarter**
                    
                    **2007**
                      **Third**
                      **Quarter**
                    
                    **2007**
                      **Fourth**
                      **Quarter**
                    
                    **Total**
                      **2007**
                    
                    
                    **Period
                        from August 1, 2006 (inception) to September 30,
                        2006**
                    
                    
                    **2006
                        Fourth Quarter**
                    
                    
                    **Total
                        2006**Revenue
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —Interest
                        income
                    
                    $
                    —
                    
                    $
                    632,024
                    
                    $
                    1,480,836
                    
                    $
                    1,321,718
                    
                    $
                    3,434,578
                    
                    
                    —
                    
                    
                    —
                    
                    
                    —Operating
                        expenses
                    
                    
                    (1,000
                    )
                    
                    (43,878
                    )
                    
                    (195,675
                    )
                    
                    (191,447
                    )
                    
                    (432,000
                    )
                    $
                    (1,358
                    )
                    $
                    (95
                    )
                    $
                    (1,453
                    )Income
                        (loss) before income taxes
                    
                    
                    (1,000
                    )
                    
                    588,146
                    
                    
                    1,285,161
                    
                    
                    1,130,271
                    
                    
                    3,002,578
                    
                    
                    (1,358
                    )
                    
                    (95
                    )
                    
                    (1,453
                    )Net
                        income (loss)
                    
                    
                    (1,000
                    )
                    
                    350,959
                    
                    
                    677,348
                    
                    
                    577,729
                    
                    
                    1,564,578
                    
                    
                    (1,358
                    )
                    
                    (95
                    )
                    
                    (1,453
                    )Net
                        income (loss) per share - basic and diluted
                    
                    $
                    0.00
                    
                    $
                    0.04
                    
                    $
                    0.04
                    
                    $
                    0.03
                    
                    $
                    0.13
                    
                    $
                    0.00
                    
                    $
                    0.00
                    
                    $
                    0.00




F-15






**Item
              9.**
            **Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure**




Not
      applicable.




**Item
              9A(T).**
            **Controls
                and Procedures**




***Evaluation
      of Disclosure Controls and Procedures***




As
      of the
      end of the period covered by this annual report, we,
      including our chief executive officer and our chief financial officer, evaluated
      the effectiveness of the design and operation of our disclosure controls and
      procedures. Based on that evaluation, our management, including the chief
      executive officer, concluded that our disclosure controls and procedures were
      effective in timely alerting management, including the chief executive officer
      and chief financial officer, of material information about us required to be
      included in periodic Securities and Exchange Commission filings. However, in
      evaluating the disclosure controls and procedures, management recognized that
      any controls and procedures, no matter how well designed and operated, can
      provide only reasonable assurance of achieving the desired control objectives,
      and management necessarily was required to apply its judgment in evaluating
      the
      cost-benefit relationship of possible controls and procedures.




***Management’s
      Annual Report on Internal Control over Financial
      Reporting***




This
      annual report does not include a report of management’s assessment regarding
      internal control over financial reporting or an attestation report of the
      Company’s registered public accounting firm due to a transition period
      established by the rules of the Securities and Exchange Commission for newly
      public companies.




***Changes
      in Internal Control Over Financial Reporting***




There
      have been no changes in our internal control over financial reporting since
      our
      inception on August 1, 2006 through December 31, 2007 that have materially
      affected, or are reasonably likely to materially affect, our internal control
      over financial reporting.




***Limitations
      of the effectiveness of controls***




A
      control
      system, no matter how well conceived and operated, can provide only reasonable
      assurance, not absolute assurance that the objectives of the control system
      are
      met. Because of inherent limitations in all control systems, no evaluation
      of
      controls can provide absolute assurance that all control issues, if any, within
      a company have been detected. These inherent limitations include the realities
      that judgments in decision-making can be faulty and that breakdowns can occur
      because of simple error or mistake. Additionally, controls can be circumvented
      by the individual acts of some persons, by collusion of two or more people
      or by
      management override of the controls. The design of any system of controls is
      also based in part upon certain assumptions about the likelihood of future
      events, and there can be no assurance that the design will succeed in achieving
      its stated goals under all potential future conditions; over time, controls
      may
      become inadequate because of changes in conditions, or the degree of compliance
      with policies and procedures may deteriorate. Because of the inherent
      limitations in a cost-effective control system, misstatements due to error
      or
      fraud may occur and not be detected. Accordingly, our disclosure controls and
      procedures are designed to provide reasonable, not absolute, assurance that
      the
      objectives of our disclosure control system are met and, as set forth above,
      our
      chief executive officer and chief financial officer have concluded, based on
      their evaluation, that our disclosure controls and procedures were effective
      as
      of December 31, 2007 to provide reasonable assurance that the objectives of
      the
      disclosure control system were met.




**Item
              9B.**
            **Other
                Information**




None.




**PART
      III**




**Item
              10.**
            **Directors,
                Executive Officers and Corporate
                Governance**




***Directors
      and Executive Officers***




Our
      current directors and executive officers are as follows:




40




**Name**
            
            **Age**
            
            **Position**Andrew
                Intrater
            
            45
            
            Chairman
                of the Board andChief
                Executive OfficerMichael
                W. Ernestus
            
            58
            
            Executive
                Director and PresidentJason
                Epstein
            
            34
            
            Senior
                Vice PresidentPaul
                F. Lipari
            
            39
            
            Senior
                Vice PresidentMichael
                Sloan
            
            34
            
            Senior
                Vice President and Chief Financial OfficerBarry
                J. Rourke
            
            57
            
            DirectorEric
                Zachs
            
            48
            
            DirectorRolf
                Zimmermann
            
            61
            
            DirectorJason
                Lustig
            
            45
            
            Director





***Andrew
      Intrater***  has
      been
      our Chairman of the Board and Chief Executive Officer since our inception and
      served as our President from inception until the end of April 2007.  Since
      January 2000, Mr. Intrater has been the Chief Executive Officer of Columbus
      Nova, a private investment firm with offices in New York, Los Angeles, Charlotte
      and Moscow with over $2.5 billion of assets under management. Mr. Intrater
      is a
      former Director of Renova Management, a global leader in energy, base metals
      and
      mining industries, and also currently a member of the Executive Board of Renova
      Management.  Columbus Nova is the U.S.-based affiliate of the Renova Group
      of companies, one of the largest Russian strategic investors in the
      metallurgical, oil, machine engineering, mining, chemical, construction, housing
      & utilities and financial sectors, with net assets of over $14
      billion.  Renova Group of companies is a stockholder of leading mining and
      industrial entities in the Russian and global business communities, such as
      TNK-BP, UC Rusal and Integrated Energy Systems.  From March 1993 until the
      end of 1999, Mr. Intrater served as President and Chief Operating Officer of
      Oryx Technology Corp., and its predecessor, ATI, a leading manufacturer of
      semi-conductor testing equipment, based in Silicon Valley.  Mr. Intrater
      serves as Chairman of the Board of Directors of Moscow Cablecom Corp., a company
      listed on the Nasdaq Global Market.  Mr. Intrater is also a member of the
      Board of Directors of Oryx Technology Corp., White Energy, Inc., and Ethertouch,
      Ltd.  Mr. Intrater received a B.S. in Chemical Engineering from Rutgers
      University.




***Michael
      W. Ernestus*** has been
      our Executive Director since November 2006 and was appointed as our President
      in
      May 2007. Since October 2001, Mr. Ernestus has been a Managing Partner of Artus
      Advisors, LLC, a financial advisory firm for hedge funds, start-up and second
      stage investments as well as leveraged buyout transactions. Since June 2005,
      Mr.
      Ernestus has also been a Managing Partner of Atlantic European Partners, LLC,
      a
      privately-held investment company with focus on investments in European
      industrial manufacturing industries. From 1997 to 2001, Mr. Ernestus was the
      Managing Member of Recovery Asset Management, LLC, an advisory firm to hedge
      funds as well as to a Luxemburg-based publicly traded fund. From 1993 to 1996,
      Mr. Ernestus served as the Head of Investment Banking and Origination &
Syndication and as a member of the Board of Directors of the German operation
      of
      SBC-Warburg (formerly Schweizerischer Bankverein (Deutschland) AG). During
      that
      period, Mr. Ernestus was also the Managing Director, Corporate Finance of
      SBC-Warburg, London (formerly Swiss Bank Corporation, London). From 1991 to
      1993, Mr. Ernestus was a Director, Investment Banking at Salomon Brothers AG
      in
      Frankfurt, Germany. From 1986 to 1991, Mr. Ernestus was a Vice President at
      Bankers Trust in New York, first in their Corporate Finance, Foreign Direct
      Investment Group and later in their Merchant Banking Origination Group. From
      1983 to 1986, Mr. Ernestus was a Vice President in the Commercial Banking
      Division of Deutsche Bank AG's New York Branch. From 1978 to 1982, Mr. Ernestus
      assumed various positions at Berliner Handels- und Frankfurter Bank (BHF-Bank)
      in Frankfurt and New York. Mr. Ernestus currently serves on the boards and
      is a
      member of the Audit Committees of North Atlantic Holding Corporation, and North
      Atlantic Trading Company, Inc. (“NATC”), which are engaged, through NATC and its
      subsidiaries, in the smokeless and chewing tobacco, as well as cigarette paper
      business. Mr. Ernestus received a Graduate Degree in Law and a Doctorate in
      Law
      from Johann-Wolfgang-Goethe-Universit’t in Frankfurt, Germany and an LL.M. from
      the University of California, Boalt Hall School of Law as well as an M.B.A.
      from
      New York University, Stern School of Business.




41





***Paul
      F. Lipari*** has been
      our Senior Vice President since November 2006. Mr. Lipari has been a partner
      of
      Columbus Nova since July 2006. Since February 2003, Mr. Lipari has been a
      founding partner of Hudson Capital Advisors, an affiliate of Columbus Nova,
      focused on providing investment banking advisory services (including M&A,
      debt and equity capital raising and restructuring services), to middle market
      companies. From 2001 to 2003, Mr. Lipari worked for Trimaran Capital Partners,
      a
      $1.5 billion private equity fund. At Trimaran, Mr. Lipari primarily focused
      on
      Media and Telecommunications investments. From 1997 to 2001, Mr. Lipari worked
      as an Executive Director in the Leveraged Finance Group for CIBC World Markets,
      and worked on a variety of senior bank debt, high yield debt and private/public
      equity transactions. While in the Leveraged Finance Group at CIBC, Mr. Lipari
      spent considerable time working on numerous financings for Global Crossing,
      a
      provider of telecommunications services, and was involved with monitoring CIBC's
      private equity investment in Global Crossing. Mr. Lipari sat on the board of
      Global Crossing prior to 2000. From 1994 to 1997, Mr. Lipari worked at Salomon
      Brothers, Inc. where he was an associate in their High Yield Group and an
      analyst in their Merchant Banking Group. Mr. Lipari currently serves as the
      Chairman of White Energy Partners, LLC, in which Columbus Nova holds a 33%
      interest. Mr. Lipari received an M.B.A. from The Amos Tuck Business School
      at
      Dartmouth and a B.A. from Yale University.




***Jason
      Epstein*** has been
      our Senior Vice President since August 2006. Since February 2002, Mr. Epstein
      has been a partner of Columbus Nova, primarily responsible for private
      investment activities. In 1998, Mr. Epstein founded eLink Communications, a
      provider of broadband, networking and application services, and served as its
      Chief Executive Officer for three years, until September 2001. From October
      2001
      to January 2002, Mr. Epstein was a private investor. Mr. Epstein was also the
      co-founder of Health Extras, Inc., a
      full-service pharmacy management company listed on the Nasdaq Global Select
      Market .
      Mr.
      Epstein has twice been a finalist for the Ernst & Young *Entrepreneur
      of the Year Award* and
      was
      named one of forty "Rising Stars" in the Washington Business Forward's "The
      Next
      Network." Mr. Epstein serves on various Boards of Directors of portfolio
      companies. Mr. Epstein received a B.A. from Tufts University.




***Michael
      Sloan*** has been
      our Senior Vice President since November 2006 and our Chief Financial Officer
      since August 2007. Since February 2002, Mr. Sloan has been a partner of Columbus
      Nova, primarily responsible for origination and management of investments for
      Columbus Nova's private investment activities, as well as acting as the
      principal financial officer and providing financial and strategic planning
      advice. In 1998, Mr. Sloan co-founded eLink Communications and served as its
      President and Chief Financial Officer for three years, until September 2001.
      From October 2001 to January 2002, Mr. Sloan was a private investor. Mr. Sloan
      was also the co-founder of Health Extras, Inc., a full-service pharmacy
      management company listed on the Nasdaq Global Select Market. Mr. Sloan has
      twice been a finalist for the Ernst & Young *Entrepreneur
      of the Year Award* .
      Mr.
      Sloan received a B.A. from Cornell University.




***Barry
      J. Rourke*** has been
      a member of our Board of Directors since November 2006. From August 2004 until
      March 2007, Mr. Rourke served as Chairman of the Audit Committee of SUAL
      Holding, the company responsible for the management of the SUAL Group assets.
      The SUAL Group is a fully vertically integrated aluminum company that ranks
      amongst the world's top ten aluminum producers, comprised of 20 businesses
      that
      are located in nine Russian regions and in Ukraine, Zaporozhye City and are
      involved in the production of bauxite, alumina, primary aluminum, silicon,
      semi-finished and finished aluminum products. The SUAL Group has recently
      entered into an agreement with RUSAL, the world's third largest aluminum
      producer, and Glencore International AG, the Swiss natural resources group,
      to
      create the "United Company RUSAL," by merging their respective aluminum and
      alumina assets. **** SUAL
      Holding is affiliated with Columbus Nova through common ownership. From April
      2001 until March 2007, Mr. Rourke served as Chairman of the Board of Threshold
      Housing, a social housing provider with over 6,000 residential units. Until
      December 2006, Mr. Rourke served as non-executive Chairman of Cadogan Petroleum
      plc, a company with oil and gas exploration and development interests in
      Ukraine. In April 2007, Mr. Rourke became Chairman of 3Legs Resources plc,
      a
      major shareholder in Cadogan Petroleum plc; 3Legs Resources plc also has
      significant oil and gas exploration rights in Poland. In November 2007, Mr.
      Rourke became a Director of New World Resources plc, a company with significant
      coal mining assets in the Czech Republic. In February 2008, Mr. Rourke joined
      the Audit Committee of Metinvest BV, the parent of a significant vertically
      integrated steel company operating principally in Ukraine. Mr. Rourke also
      serves as an independent member of the Audit Committee for the Department for
      Business Enterprise and Regulatory Reform, formerly the Department of Trade
      and
      Industry in the United Kingdom; and as a non-executive Director of Surrey and
      Borders Partnership NHS Trust, a leading mental health and learning disability
      trust in the United Kingdom. Mr. Rourke was an Audit Partner with
      PricewaterhouseCoopers in the United Kingdom from 1984 until his retirement
      in
      December 2001.




42





***Eric
      Zachs*** has been
      a member of our Board of Directors since November 2006. Since August 2007,
      Mr.
      Zachs has served as President and member of Board of Directors of BBV Vietnam
      S.E.A. Acquisition Corp., a special purpose acquisition company formed for
      the
      purpose of acquiring, or acquiring control of, one or more operating businesses
      in Asia with a particular focus on Vietnam (OTC: BBVVF, BBVWF). Since October
      2004, Mr. Zachs has been a Managing Partner of Bantry Bay Ventures – Asia,
      LLC, a private equity firm focused on investment in Asia. Since March 2006,
      Mr.
      Zachs has also served as the Chairman of the Board of Shanxi Taiyue Trading
      and
      Transportation Co., Ltd., based in Shanxi Province, China. Taiyue Trading
      facilitates the transportation of coal in Shanxi and nearby provinces through
      the rail system as it owns railroad platforms and coal trading licenses. From
      2000 to 2004, Mr. Zachs was the General Partner of the Entrust Capital Frontier
      Fund. The Frontier Fund is a venture capital fund that focused primarily on
      software, semiconductors and the wireless industries. From 1989 to 1995, Mr.
      Zachs served in a variety of capacities at Message Center USA, Inc., a
      nationwide paging company, including as President and Chief Operating Officer.
      In 1995, Message Center was sold to AirTouch Paging (currently Vodafone Group
      Plc) for over $100 million. In 1993, Mr. Zachs co-founded Message Center
      Management, Inc. which, along with its affiliates, currently owns over 70
      antenna sites and manages over 800 antenna sites for the wireless industry.
      Mr.
      Zachs has been Co-Chairman of Message Center Management, Inc. since 1993. Mr.
      Zachs is the former President of the Greater Hartford Jewish Community Center
      and Hartford Dispensary (providing medical and substance abuse care for the
      indigent) and serves on the boards of the Hebrew Health Care, Jewish Federation
      of Greater Hartford and Solomon Schechter Day School. Mr. Zachs received a
      B.A.
      from Tufts University and a J.D. from Columbia University School of
      Law.




***Rolf
      Zimmermann*** has been
      a member of our Board of Directors since November 2006. Since August 2006,
      Mr.
      Zimmermann has been the Chief Executive Officer of Müller Weingarten AG,
      Germany, a global leader in the metal forming business, with particular focus
      on
      presses for the automotive industry. Since May 2005, Mr. Zimmermann has also
      been a Managing Partner of Atlantic European Beratungs GmbH, a
      privately-held investment company with focus on restructurings and investments
      in European industrial manufacturing industries, notably
      in the areas of automotive, machine tools, and aerospace.  In
      addition, since 2002, Mr. Zimmermann has been the Managing Partner of his own
      consulting company, Rolf Zimmermann Consulting GmbH, focusing on consulting
      and
      investing in the automotive supplier and other manufacturing industries in
      Germany. Mr. Zimmermann has over thirty five years’ experience in automotive
      manufacturing, having originally trained as a mechanical engineer. From 1997
      to
      2002, Mr. Zimmermann was in charge of European Manufacturing, serving as the
      Corporate Vice President of the Ford Motor Company, Detroit, as well as serving
      as Chief Executive Officer of Ford AG, Germany. From 1996 to 1997, Mr.
      Zimmermann was a member of the Board of Managing Directors, in charge of
      Production and Development at one
      of
      the world’s oldest car manufacturers ,
      the
      Czech Škoda,
      founded in 1905 and owned since 1990 by Volkswagen AG .
      Prior
      to 1996, Mr. Zimmermann held various management positions in plant and vehicle
      production divisions at General Motors and its German subsidiary, Adam Opel
      AG.
      Mr. Zimmermann is a Non-Executive Director at Wagon Plc, Birmingham, UK, a
      London Stock Exchange-listed European automotive supplier, where he serves
      on
      the audit, nomination and remuneration committees. In addition, Mr. Zimmermann
      serves as an outside director to Flexible Solutions Group, Karlsruhe, Germany,
      a manufacturer
      of compensators for the automotive industry and other industrial
      applications. Mr.
      Zimmermann received a Dipl. Eng. from the University of Applied Science,
      Wiesbaden.




***Jason
      Lustig*** has been
      a member of our Board of Directors since November 2006. Since 1989, Mr. Lustig
      has been a prosecuting attorney for the Los Angeles County District Attorney’s
      Office. Since 1989, Mr. Lustig has also served as Secretary of Magnum Motion
      Pictures, Inc., a privately-held motion picture production company with offices
      in New York and Los Angeles. Mr. Lustig received a B.A. with high honors from
      Rutgers University where he was a member of *Phi
      Beta Kappa* and a
      J.D. *cum
      laude* from
      Boston University School of Law.




43


**Number
      and Terms of Office of Directors**





Our
      Board
      of Directors has formed an audit committee and a nominating and corporate
      governance committee. Each committee is comprised of three directors. During
      2007, our board of directors held one board meetings and one audit committee
      meetings. No meetings of the nominating and corporate governance committee
      were
      held, as no new candidates have been sought for election to our board of
      directors subsequent to our initial public offering. All directors attended
      100%
      of the aggregate number of meetings of the board and of the respective
      committees on which they served. The Company requires each director to make
      a
      diligent effort to attend all board and committee meetings, as well as each
      annual or special meeting of stockholders.




**Board
      Committees**




***Audit
      Committee***




Our
      audit
      committee consists of Barry J. Rourke, as Chairman, Eric Zachs and Rolf
      Zimmermann, each of whom is an independent director under the American Stock
      Exchange's listing standards. The audit committee's duties, which are specified
      in our Audit Committee Charter, include, but are not limited to:




·
            reviewing
                and discussing with management and the independent auditor the annual
                audited financial statements, and recommending to the board whether
                the
                audited financial statements should be included in our Form
                10-K;




·
            discussing
                with management and the independent auditor significant financial
                reporting issues and judgments made in connection with the preparation
                of
                our financial statements;




·
            discussing
                with management major risk assessment and risk management
                policies;




·
            monitoring
                the independence of the independent
                auditor;




·
            verifying
                the rotation of the lead (or coordinating) audit partner having primary
                responsibility for the audit and the audit partner responsible for
                reviewing the audit as required by
                law;




·
            reviewing
                and approving all related-party
                transactions;




·
            inquiring
                and discussing with management our compliance with applicable laws
                and
                regulations;




·
            pre-approving
                all audit services and permitted non-audit services to be performed
                by our
                independent auditor, including the fees and terms of the services
                to be
                performed;




·
            appointing
                or replacing the independent
                auditor;




·
            determining
                the compensation and oversight of the work of the independent auditor
                (including resolution of disagreements between management and the
                independent auditor regarding financial reporting) for the purpose
                of
                preparing or issuing an audit report or related work;
                and




·
            establishing
                procedures for the receipt, retention and treatment of complaints
                received
                by us regarding accounting, internal accounting controls or reports
                which
                raise material issues regarding our financial statements or accounting
                policies.




***Nominating
      and Corporate Governance Committee***




Our
      nominating and corporate governance committee consist of Rolf Zimmermann, as
      Chairman, Eric Zachs and Jason Lustig, each of whom is an independent director
      under the American Stock Exchange’s listing standards. The nominating and
      corporate governance committee is responsible for overseeing the selection
      of
      persons to be nominated to serve on our board of directors. The nominating
      and
      corporate governance committee considers persons identified by its members,
      management, stockholders, investment bankers and others.




**Financial
      Expert on Audit Committee**




The
      audit
      committee will at all times be composed exclusively of "independent directors"
      who are "financially literate" as defined under the American Stock Exchange
      listing standards. The American Stock Exchange
      listing standards define "financially literate" as being able to read and understand
      fundamental financial statements, including a company's balance sheet, income
      statement and cash flow statement.




44





In
      addition, we must certify to the American Stock Exchange that the committee
      has,
      and will continue to have, at least one member who has past employment
      experience in finance or accounting, requisite professional certification in
      accounting, or other comparable experience or background that results in the
      individual's financial sophistication. The board of directors has determined
      that Mr. Rourke satisfies the American Stock Exchange's definition of financial
      sophistication and also qualifies as an "audit committee financial expert,"
      as
      defined under rules and regulations of the SEC.




**Code
      of Ethics**




We
      have
      adopted a code of ethics that applies to our officers, directors and employees.
      We have filed a copy of our code of ethics as an exhibit to the registration
      statement. You may review this document by accessing our public filings at
      the
      SEC’s website at www.sec.gov . ** In
      addition, a copy of the code of ethics will be provided without charge upon
      request to us. We intend to disclose any amendments to or waivers of certain
      provisions of our code of ethics in a Form 8-K.




**Section
      16(a) Beneficial Ownership Reporting Compliance**




Pursuant
      to Section 16(a) of the Securities Act of 1934, the Company’s directors and
      executive officers are required to report their beneficial ownership and any
      changes therein to the SEC and the Company. Specific due dates for those reports
      have been established, and the Company is required to report herein any failure
      to file such reports by those due dates. Based on the Company’s review of Forms
      3, 4 and 5 filed by such persons, the Company believes that during the fiscal
      year ended December 31, 2007 all Section 16(a) filing requirements applicable
      to
      such persons were met in a timely manner.




**Item
              11.**
            **Executive
                Compensation**




**Executive
      Officer and Director Compensation**




Members
      of our management team, including our directors, have not received any cash
      compensation for services rendered to us. Commencing on June 1, 2007 through
      the
      acquisition of a target business, we will pay Renova U.S. Management LLC, a
      limited liability company controlled by Andrew Intrater, our Chairman and Chief
      Executive Officer, a fee of $7,500 per month for providing us with office space
      and certain office and secretarial services. However, this arrangement is solely
      for our benefit and is not intended to provide Mr. Intrater or any other members
      of our management team with compensation in lieu of a salary. Other than the
      $7,500 per month administrative fee, no compensation of any kind, including
      finder's, consulting or other similar fees, will be paid to any of the members
      of our management team, or any of their respective affiliates, prior to, or
      for
      any services they render in order to effectuate, the consummation of a business
      combination. However, such individuals will be reimbursed for any out-of-pocket
      expenses incurred in connection with activities on our behalf such as
      identifying potential target businesses and performing due diligence on suitable
      business combinations. Our audit committee will review and approve all expense
      reimbursements made to members of our management team and any expense
      reimbursements payable to members of our audit committee will be reviewed and
      approved by our board of directors, with any interested director abstaining
      from
      such review and approval. There is no limit on the total amount of these
      out-of-pocket expenses reimbursable by us; provided that members of our
      management team will not receive reimbursement for any out-of-pocket expenses
      incurred by them to the extent that such expenses exceed the amount held outside
      of the trust account and interest income of up to $1,750,000 on the trust
      account balance that may be released to us to fund our expenses relating to
      investigating and selecting a target business and other working capital
      requirements, unless a business combination is consummated. There will be no
      review of the reasonableness of the expenses other than by our audit committee
      and, in some cases, by our board of directors as described above, or if such
      reimbursement is challenged, by a court of competent jurisdiction.




**Compensation
      Discussion and Analysis**




We
      have
      not included a compensation discussion and analysis in this annual report,
      as no
      members of our management team, including our directors, have received any
      cash
      or other compensation for services rendered to us during the year ended December
      31, 2007.




45




**Item
              12.**
            **Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters**




The
      following table sets forth information regarding the beneficial ownership of
      our
      common stock as of March 15, 2008, by:




·
            each
                person known by us to be the beneficial owner of more than 5% of
                our
                outstanding shares of common stock;




·
            each
                of our officers and directors; and




·
            all
                our officers and directors as a
                group.




Unless
      otherwise indicated, we believe that all persons named in the table have sole
      voting and investment power with respect to all shares of common stock
      beneficially owned by them.




**Name
                and Address of Beneficial**
              **Owner****(1)**
            
            **Number
                of Shares**
            
            **Percentage**
              **of
                Class**Columbus
                Acquisition Holdings LLC
              153
                East 53rd Street, 58th Floor,
              New
                York, New York 10022
            
            
            2,692,500
            
            
            15.4
            %Andrew
                Intrater(3)
            
            
            2,692,500
            
            
            15.4
            %Michael
                W. Ernestus
            
            
            312,500
            
            
            1.8
            %Barry
                J. Rourke
            
            
            30,000
            
            
            *Eric
                Zachs
            
            
            30,000
            
            
            *Rolf
                Zimmermann
            
            
            30,000
            
            
            *Jason
                Lustig
            
            
            30,000
            
            
            *Paul
                F. Lipari(4)
            
            
            437,500
            
            
            2.5
            %Jason
                Epstein(5)
            
            
            437,500
            
            
            2.5
            %Michael
                Sloan(6)
            
            
            376,111
            
            
            2.1
            %All
                directors and executive officers as a group (nine
                individuals)
            
            
            3,125,000
            
            
            17.9
            %





*
      Less
      than 1.0%


(1)
            Unless
                otherwise indicated, the business address of each of the individuals
                is
                c/o Columbus Acquisition Holdings LLC, 153 East 53rdStreet, 58thFloor, New York, New York 10022.


(2)
            Does
                not reflect 3,650,000 shares of common stock issuable upon exercise
                of
                warrants held by Columbus Acquisition Holdings LLC, which are not
                exercisable until the later of our completion of a business combination
                and May 18, 2008.


(3)
            Mr.
                Intrater is our Chairman of the Board and Chief Executive Officer.
                Columbus Acquisition Holdings LLC is the record holder of 2,692,500
                shares
                of our common stock. Columbus Acquisition Holdings LLC is controlled
                by
                Mr. Intrater, who holds sole voting and investment power with respect
                to
                the 2,692,500 shares of our common stock held by Columbus Acquisition
                Holdings LLC. As a result, Mr. Intrater may be deemed to beneficially
                own
                all the 2,692,500 shares of our common stock held by Columbus Acquisition
                Holdings LLC. Mr. Intrater holds 36.2% of the Series A membership
                interests of Columbus Acquisition Holdings
                LLC.


(4)
            Mr.
                Lipari is our Senior Vice President. Reflects the ownership by Mr.
                Lipari
                of 16.2% of the Series A membership interests of Columbus Acquisition
                Holdings LLC, which is the record holder of 2,692,500 shares of our
                common
                stock. Accordingly, Mr. Lipari may be deemed to own 437,500 shares
                of our
                common stock. However, as noted in footnote (3) above, Andrew Intrater
                has
                sole voting and investment power with respect to all of the 2,692,500
                shares of our common stock that are held by Columbus Acquisition
                Holdings
                LLC.


46





(5)
            Mr.
                Epstein is our Senior Vice President. Reflects the ownership by Mr.
                Epstein of 16.2% of the Series A membership interests of Columbus
                Acquisition Holdings LLC, which is the record holder of 2,692,500
                shares
                of our common stock. Accordingly, Mr. Epstein may be deemed to own
                437,500
                shares of our common stock. However, as noted in footnote (3) above,
                Andrew Intrater has sole voting and investment power with respect
                to all
                of the 2,692,500 shares of our common stock that are held by Columbus
                Acquisition Holdings LLC.


(6)
            Mr.
                Sloan is our Senior Vice President and Chief Financial Officer. Reflects
                the ownership by Mr. Sloan of 14% of the Series A membership interests
                of
                Columbus Acquisition Holdings LLC, which is the record holder of
                2,692,500
                shares of our common stock. Accordingly, Mr. Sloan may be deemed
                to own
                376,111 shares of our common stock. However, as noted in footnote
                (3)
                above, Andrew Intrater has sole voting and investment power with
                respect
                to all of the 2,692,500 shares of our common stock that are held
                by
                Columbus Acquisition Holdings LLC.




**Item
              13.**
            **Certain
                Relationships and Related
                Transactions**




**Certain
      Relationships and Related Transactions**




In
      August
      2006, we issued 3,125,000 shares of our common stock to Columbus Holdings
      Acquisition LLC for an aggregate of $25,000 in cash, at a purchase price of
      approximately $0.008 per share. Andrew Intrater, our Chairman, President and
      Chief Executive Officer, controls Columbus Holdings in his capacity as its
      sole
      managing member. Mr. Intrater, Jason Epstein, Paul F. Lipari and Michael Sloan,
      each of whom is a member of our management team, as well as Jay M. Haft and
      Marcel Schlumberger (who are each affiliated with Columbus Nova, a private
      investment firm for which Mr. Intrater serves as Chief Executive Officer),
      are
      each members of Columbus Holdings, and own approximately 36.2%, 16.2%, 16.2%,
      14%, 2.28%, 11.6% and 3.5%, respectively, of the Series A membership interests
      of Columbus Acquisition Holdings LLC. Columbus Holdings subsequently transferred
      30,000 of these shares to each of Barry J. Rourke, Eric Zachs, Rolf Zimmermann
      and Jason Lustig, members of our board of directors, for $0.008 per share (for
      a
      purchase price of $240 each) and 312,500 of these shares to Michael W. Ernestus,
      our Executive Director (for a purchase price of $2,500). Columbus Holdings,
      Messrs. Rourke, Zachs, Zimmermann, Lustig and Ernestus own 2,692,500, 30,000,
      30,000, 30,000, 30,000 and 312,500 shares of our common stock,
      respectively.




On
      May
      23, 2007, Columbus Holdings also purchased insider warrants to purchase
      3,650,000 shares of our common stock at a price of $1.00 per warrant. The
      insider warrants are identical to the warrants underlying the units except
      that
      if we call the warrants for redemption, the insider warrants will be exercisable
      on a cashless basis so long as such warrants are held by the purchasers or
      their
      affiliates. Columbus Holdings has agreed that the insider warrants will not
      be
      sold or transferred by it until 90 days after we have completed a business
      combination. Accordingly, the insider warrants have been placed in escrow and
      will not be released until 90 days after the completion of a business
      combination.




The
      holders of the initial shares, as well as the holders of the insider warrants
      (and underlying securities), are entitled to registration rights. The holders
      of
      the majority of these securities are entitled to make up to two demands that
      we
      register such securities. As the initial shares will be released from escrow
      one
      year after the consummation of a business combination, our existing stockholders
      can make a demand for registration of the resale of their initial shares at
      any
      time commencing nine months after the consummation of a business combination.
      The holders of a majority of the insider warrants (or underlying securities)
      can
      elect to exercise these registration rights at any time after we consummate
      a
      business combination. In addition, the holders have certain ‘‘piggy-back’’
registration rights with respect to registration statements filed subsequent
      to
      our consummation of a business combination.  We will bear the expenses
      incurred in connection with the filing of any such registration statements.




Renova
      U.S. Management LLC has agreed that, commencing on the effective date of our
      initial public offering through the acquisition of a target business, it will
      make available to us a small amount of office space and certain office and
      secretarial services, as we may require from time to time. We have agreed to
      pay
      $7,500 per month for these services. Renova U.S. Management LLC is a limited
      liability company controlled by Andrew Intrater, our Chairman, President and
      Chief Executive Officer. Mr. Intrater owns 51% of the membership interests,
      and
      Mr. Intrater, Jason Epstein and Michael Sloan, our Senior Vice Presidents,
      and
      Jay M. Haft, one of our stockholders, collectively own approximately 95% of
      the
      membership interests of Renova U.S. Management LLC. Mr. Intrater is the chief
      executive officer of Renova U.S. Management LLC and, as a result, benefits
      from
      the transaction to the extent of his interest in Renova U.S. Management LLC.
      However, this arrangement is solely for our benefit and is not intended to
      provide Mr. Intrater compensation in lieu of a salary. We believe, based on
      rents and fees for similar services in the New York City metropolitan area,
      that
      the fee charged by Renova U.S. Management LLC is at least as favorable as we
      could have obtained from an unaffiliated person. However, as our directors
      may
      not be deemed "independent," we did not have the benefit of disinterested
      directors approving this transaction.




47





As
      of the
      date of this annual report, Columbus Acquisition Holdings LLC, our principal
      initial stockholder that is an entity controlled by certain members of our
      management team, has advanced to us an aggregate of $150,000 to cover expenses
      related to this offering. The loan will be payable without interest on the
      earlier of June 30, 2007 or the consummation of this offering. We intend to
      repay this loan from the proceeds of this offering not being placed in
      trust.




Andrew
      Intrater, our Chairman of the Board, President and Chief Executive Officer,
      is
      the brother of Jonathan Intrater, a Managing Director of Ladenburg Thalmann
      & Co. Inc. which acted as one of the underwriters in our initial public
      offering.




We
      will
      reimburse our officers and directors for any reasonable out-of-pocket business
      expenses incurred by them in connection with certain activities on our behalf
      such as identifying and investigating possible target businesses and business
      combinations. Our audit committee will review and approve all expense
      reimbursements made to members of our management team and any expense
      reimbursements payable to members of our audit committee will be reviewed and
      approved by our board of directors, with any interested director abstaining
      from
      such review and approval. There is no limit on the total amount of out-of-pocket
      expenses reimbursable by us, provided that members of our management team will
      not receive reimbursement for any out-of-pocket expenses incurred by them to
      the
      extent that such expenses exceed the amount held outside of the trust account
      and interest income of up to $1,750,000 on the trust account balance that may
      be
      released to us to fund our expenses relating to investigating and selecting
      a
      target business and other working capital requirements, unless a business
      combination is consummated. Additionally, there will be no review of the
      reasonableness of the expenses other than by our audit committee and, in some
      cases, by our board of directors as described above, or if such reimbursement
      is
      challenged, by a court of competent jurisdiction.




Other
      than the $7,500 per-month administrative fee and any reimbursable out-of-pocket
      expenses payable to our officers and directors, no compensation or fees of
      any
      kind, including finder's fees, consulting fees or other similar compensation,
      will be paid to any of our existing stockholders, officers or directors who
      owned our common stock prior to this offering, or to any of their respective
      affiliates, prior to or with respect to the business combination (regardless
      of
      the type of transaction that it is).




All
      ongoing and future transactions between us and any of our officers and directors
      or their respective affiliates, including loans by our officers and directors,
      will be on terms believed by us to be no less favorable to us than are available
      from unaffiliated third parties. Such transactions or loans, including any
      forgiveness of loans, will require prior approval by a majority of our
      disinterested "independent" directors or the members of our board who do not
      have an interest in the transaction, in either case who had access, at our
      expense, to our attorneys or independent legal counsel. We will not enter into
      any such transaction unless our disinterested "independent" directors determine
      that the terms of such transaction are no less favorable to us than those that
      would be available to us with respect to such a transaction from unaffiliated
      third parties.




***Director
      Independence***




The
      American Stock Exchange requires that a majority of our board must be composed
      of "independent directors," which is defined generally as a person other than
      an
      officer or employee of the company or its subsidiaries or any other individual
      having a relationship, which, in the opinion of the company's board of directors
      would interfere with the director's exercise of independent judgment in carrying
      out the responsibilities of a director. Our board of directors has determined
      that Messrs. Rourke, Zachs, Zimmermann and Lustig are "independent directors"
      as
      such term is defined in Rule 10A-3 of the Exchange Act and the rules of the
      American Stock Exchange. Our independent directors have regularly scheduled
      meetings at which only independent directors are present.




Any
      affiliated transactions will be on terms no less favorable to us than could
      be
      obtained from independent parties. Any affiliated transactions must be approved
      by a majority of our independent and disinterested directors.




48





**Item
              14.**
            **Principal
                Accountant Fees and
                Services**




**Description
      of Professional Services**




As
      previously disclosed in our February 4, 2008 8-K filing, a majority of the
      partners of Goldstein Golub Kessler LLP (“GGK”) became partners of
      McGladrey & Pullen, LLP (“M&P”). As a result, GGK resigned as
      auditors of the Company effective January 31, 2008 and M&P was
      appointed as out independent registered public accounting firm in connection
      with our annual financial statements for the fiscal year ended December 31,
      2007.




*Audit
      Fees.* The
      aggregate fees for professional services rendered by GGK were $76,721, which
      includes $61,964 in fees related to the initial public offering and related
      audits (including the December 31, 2006 audit) and $14,757 in fees related
      to the review of financial statements included in our quarterly reports on
      Form
      10-Q. In addition, we expect to be billed approximately $20,000-25,000 by
      M&P in connection with our December 31, 2007 year end audit.




*Audit-Related
      Fees.* Audit-related fees are for assurance and related services including, among
      others, consultation concerning financial accounting and reporting standards.
      There were no aggregate fees billed for audit-related services rendered by
      GGK
      or M&P.




*Tax
      Fees.* There
      were no fees paid to GGK or M&P for professional services for tax
      compliance, tax planning and tax advice for the fiscal years ended
      December 31, 2007 and 2006.




*All
      Other Fees.* There
      were no fees paid to GGK or M&P for services other than audit services and
      audit-related services rendered by GGK or M&P for the fiscal years ended
      December 31, 2007 and 2006.




**Policy
      on Board Pre-Approval of Audit and Permissible Non-audit Services of Independent
      Auditors**




The
      audit
      committee is responsible for appointing, setting compensation, and overseeing
      the work of the independent auditor. In recognition of this responsibility,
      the
      audit committee has established a policy to pre-approve all audit and
      permissible non-audit services provided by the independent auditor.




**PART
      IV**




**Item
              15.**
            ***Exhibits,
                Financial Statements
                Schedules***




**1.****Financial
                Statements****:**
            **Page**Index
                to Financial Statements
            40Reports
                of Independent Registered Public Accounting Firms
            F-1Balance
                Sheets at December 31, 2007 and December 31, 2006
            F-3Statements
                of Operation for the year ended December 31, 2007, the period from
                August
                1, 2006 (inception) through December 31, 2006 and the period fromAugust
                1, 2006 (inception)through December 31, 2007
            F-4Statements
                of Stockholders’ Equity for the period from August 1, 2006 (inception)
                through December 31, 2007
            F-5Statements
                of Cash Flows for the year ended December 31, 2007, the period from
                August
                1, 2006 (inception) through December 31, 2006 and the period August
                1,
                2006 (inception) through December 31, 2007
            F-6Notes
                to Financial Statements
            F-7




**2.****Financial
                Statement Schedule(s)****:**No
                financial statement schedules are filed herewith because (i) such
                schedules are not required or (ii) the information required has been
                presented in the aforementioned financial statements.


49





**3.** **Exhibits** **:**





3.1
            Amended
                and Restated Certificate of Incorporation*3.2
            Bylaws*4.1
            Specimen
                Unit Certificate**4.2
            Specimen
                Common Stock Certificate**4.3
            Specimen
                Warrant Certificate**4.4
            Form
                of Unit Purchase Option to be granted to
                Representative**4.5
            Form
                of Warrant Agreement between Continental Stock Transfer & Trust
                Company and the Registrant**10.1
            Letter
                Agreement among the Registrant, Lazard Capital Markets LLC and Columbus
                Acquisition Holdings LLC*10.2
            Letter
                Agreement among the Registrant, Lazard Capital Markets LLC and Andrew
                Intrater*10.3
            Letter
                Agreement among the Registrant, Lazard Capital Markets LLC and Michael
                Ernestus*10.4
            Letter
                Agreement among the Registrant, Lazard Capital Markets LLC and Barry
                J.
                Rourke*10.5
            Letter
                Agreement among the Registrant, Lazard Capital Markets LLC and Eric
                Zachs*10.6
            Letter
                Agreement among the Registrant, Lazard Capital Markets LLC and Rolf
                Zimmermann*10.7
            Letter
                Agreement among the Registrant, Lazard Capital Markets LLC and Jason
                Lustig*10.8
            Letter
                Agreement among the Registrant, Lazard Capital Markets LLC and Paul
                F.
                Lipari*10.9
            Letter
                Agreement among the Registrant, Lazard Capital Markets LLC and Michael
                Sloan*10.10
            Form
                of Investment Management Trust Agreement between Continental Stock
                Transfer & Trust Company and the Registrant****10.11
            Form
                of Stock Escrow Agreement between the Registrant, Continental Stock
                Transfer & Trust Company and the Initial
                Stockholders**10.12
            Form
                of Warrant Escrow Agreement between the Registrant, Continental Stock
                Transfer & Trust Company and Columbus Acquisition Holdings
                LLC****10.13
            Form
                of Letter Agreement between Renova U.S. Management LLC and the Registrant
                regarding administrative support**10.14
            Amended
                and Restated Promissory Note, dated August 10, 2006, issued to Columbus
                Acquisition Holdings LLC**10.15
            Form
                of Registration Rights Agreement among the Registrant and the Initial
                Stockholders***10.16
            Warrant
                Purchase Agreement among the Registrant, Lazard Capital Markets LLC,
                LeBoeuf, Lamb, Greene & MacRae LLP and Columbus Acquisition Holdings
                LLC*14
            Form
                of Code of Ethics*24.1
            Power
                of Attorney31.1
            Certification
                of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities
                and Exchange Act of 1934, as amended31.2
            Certification
                of the Principal Financial Officer pursuant to Rule 13a-14 of the
                Securities and Exchange Act of 1934, as amended32.1
            Certification
                of the Chief Executive Officer pursuant to Rule 906 of the Sarbanes-Oxley
                Act of 2002




50





32.2
            Certification
                of the Principal Financial Officer pursuant to Rule 906 of the
                Sarbanes-Oxley Act of 200299.1
            Form
                of Audit Committee Charter*99.2
            Form
                of Nominating and Corporate Governance Committee
                Charter*







*
            Previously
                filed in connection with Columbus Acquisition Corp.'s registration
                statement on Form S-1 (File No. 333-138890) filed on November 22,
                2006.**
            Previously
                filed in connection with amendment No. 1 to Columbus Acquisition
                Corp.'s
                registration statement on Form S-1 (File No. 333-138890) filed on
                February
                13, 2007.***
            Previously
                filed in connection with amendment No. 2 to Columbus Acquisition
                Corp.'s
                registration statement on Form S-1 (File No. 333-138890) filed on
                April
                11, 2007.****
            Previously
                filed in connection with amendment No. 4 to Columbus Acquisition
                Corp.'s
                registration statement on Form S-1 (File No. 333-138890) filed on
                May 16,
                2007.




51


**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Registrant has duly caused this annual report on Form 10-K to be
      signed on its behalf by the undersigned, thereunto duly authorized.




**COLUMBUS
                  ACQUISITION CORP.**By:
              /s/Andrew
                  IntraterAndrew
                  IntraterChairman
                  and Chief Executive Officer(Principal
                  Executive Officer)


Date:
      March 27, 2008





Pursuant
      to the requirements of
      Section 13 or 15(d) of the Securities Exchange Act of 1934, this annual report
      on Form 10-K has been signed below by the following on behalf of the registrant
      and in the capacities and on the dates indicated.





By:
            /s/Andrew
                IntraterAndrew
                IntraterChairman
                and Chief Executive Officer(Principal
                Executive Officer)Date:
                March 27, 2008By:
            /s/Michael
                SloanMichael
                SloanSenior
                Vice President andChief
                Financial Officer(Principal
                Financial and Accounting Officer)Date:
                March 27, 2008By:
            *Michael
                W. ErnestusExecutive
                Director and PresidentDate:
                March 27, 2008By:
            *Barry
                J. RourkeDirectorDate:
                March 27, 2008By:
            *Eric
                ZachsDirectorDate:
                March 27, 2008By:
            *Rolf
              ZimmermannDirectorDate:
              March 27, 2008By:
            *Jason
                LustigDirectorDate:
                March 27, 2008




52


*
      The
      undersigned, by signing his name hereto, does hereby sign this annual report
      on
      Form 10-K pursuant to the Powers of Attorney executed on behalf of the above
      named officers and directors of the registrant and contemporaneously filed
      herewith with the Securities and Exchange Commission.





By:
            /s/
                Andrew Intrater


Andrew
      Intrater


Attorney-in-Fact


53