<PAGE>

PROSPECTUS

                                  $72,000,000

                          HEALTHCARE ACQUISITION CORP.

                                9,000,000 UNITS


   Healthcare Acquisition Corp. is a blank check company recently formed for
the purpose of acquiring, through a merger, capital stock exchange, asset
acquisition or other similar business combination, one or more domestic or
international assets or an operating business in the healthcare industry. We
do not have any specific merger, capital stock exchange, asset acquisition or
other business combination under consideration or contemplation and we have
not, nor has anyone on our behalf, contacted any potential target business or
had any discussions, formal or otherwise, with respect to such a transaction.

   This is an initial public offering of our securities. Each unit consists of:

     o    one share of our common stock; and

     o    one warrant.

   Each warrant entitles the holder to purchase one share of our common stock
at a price of $6.00. Each warrant will become exercisable on the later of our
completion of a business combination or July 28, 2006, and will expire on 
July 27, 2009, or earlier upon redemption.

   We have granted the underwriters a 45-day option to purchase up to 1,350,000
additional units solely to cover over-allotments, if any (over and above the
9,000,000 units referred to above). The over-allotment will be used only to
cover the net syndicate short position resulting from the initial distribution.
We have also agreed to sell to Maxim Group LLC, the representative of the
underwriters, for $100, as additional compensation, an option to purchase up to
a total of 225,000 units at $10.00 per unit, with the warrants issued as part of
such units exercisable at $7.50 per share. Otherwise, the units issuable upon
exercise of this option are identical to those offered by this prospectus. The
purchase option and its underlying securities have been registered under the
registration statement of which this prospectus forms a part.

   There is presently no public market for our units, common stock or warrants.
The units will be listed on the American Stock Exchange under the symbol "HAQ.U"
on or promptly after the date of this prospectus. Once the securities comprising
the units begin separate trading, the common stock and warrants will be listed
on the American Stock Exchange under the symbols "HAQ" and "HAQ.WS",
respectively. We cannot assure you that our securities will continue to be
listed on the American Stock Exchange.


   INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 8 OF THIS PROSPECTUS FOR A DISCUSSION OF
INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN OUR
SECURITIES.

   Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.



<TABLE>
<CAPTION>

    ----------------------------------------------------------------------------------------------------------------------------
                                                                        PUBLIC       UNDERWRITING DISCOUNT    PROCEEDS, BEFORE
                                                                    OFFERING PRICE    AND COMMISSIONS (1)     EXPENSES, TO US
    <S>                                                             <C>              <C>                      <C>
    ----------------------------------------------------------------------------------------------------------------------------
     Per unit                                                        $      8.00           $     0.64           $      7.36
    ----------------------------------------------------------------------------------------------------------------------------
     Total                                                           $72,000,000           $5,760,000           $66,240,000
    ----------------------------------------------------------------------------------------------------------------------------
</TABLE>




---------------
(1) Includes a non-accountable expense allowance in the amount of 1% of the
    gross proceeds, or $0.08 per unit ($720,000 in total) payable to Maxim
    Group LLC, and also includes an additional underwriting discount in the
    amount of 1% of the gross proceeds, or $0.08 per unit ($720,000 in total),
    payable to Maxim Group LLC (including any units sold to cover
    overallotments), payable upon consummation of a business combination.

   Of the net proceeds we receive from this offering, $64,980,000 ($7.22 per
unit) will be deposited into a trust account at JP Morgan Chase NY Bank
maintained by Continental Stock Transfer & Trust Company, acting as trustee.


   We are offering the units for sale on a firm-commitment basis. Maxim Group
LLC, acting as representative of the underwriters, expects to deliver our
securities to investors in the offering on or about August 3, 2005.



                                MAXIM GROUP LLC

                                  July 28, 2005


<PAGE>
                               TABLE OF CONTENTS




<TABLE>
<CAPTION>

                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
Prospectus Summary ......................................................     1
Summary Financial Data ..................................................     7
Risk Factors ............................................................     8
Use of Proceeds .........................................................    21
Dilution ................................................................    24
Capitalization ..........................................................    25
Management's Discussion and Analysis of Financial Condition and Results
  of Operations..........................................................    26
Proposed Business .......................................................    28
Management ..............................................................    38
Principal Stockholders ..................................................    43
Certain Relationships and Related Transactions ..........................    45
Description of Securities ...............................................    47
Underwriting ............................................................    51
Legal Matters ...........................................................    54
Experts .................................................................    54
Where You Can Find Additional Information ...............................    55
Index to Financial Statements ...........................................    F-1
</TABLE>



   YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN
ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED.


                                       i


<PAGE>
                               PROSPECTUS SUMMARY

   This summary highlights certain information appearing elsewhere in this
prospectus. For a more complete understanding of this offering, you should read
the entire prospectus carefully, including the risk factors and the financial
statements. Unless otherwise stated in this prospectus, references to "we," "us"
or "our company" refer to Healthcare Acquisition Corp. The term "public
stockholders" means the holders of common stock sold as part of the units in
this offering or in the open market, including any existing stockholders to the
extent that they purchase or acquire such shares. Unless we tell you otherwise,
the information in this prospectus assumes that the underwriters will not
exercise their over-allotment option. Additionally, unless we tell you
otherwise, the information in this prospectus has been adjusted to give
retroactive effect to a stock dividend of approximately .333333 shares of common
stock for each outstanding share of common stock on July 8, 2005 as well as a
stock dividend of approximately .125 shares of common stock for each outstanding
share of common stock on July 22, 2005.

THE COMPANY

   We are a blank check company organized under the laws of the State of
Delaware on April 25, 2005. We were formed to acquire, through a merger,
capital stock exchange, asset acquisition or other similar business
combination, one or more domestic or international assets or an operating
business in the healthcare industry. To date, our efforts have been limited to
organizational activities and we have not acquired any business operations.

   The healthcare industry constitutes one of the largest segments of the
United States economy. According to the Centers for Medicare and Medicaid
Services, or CMS, healthcare expenditures have increased from $245.8 billion
in 1980 to a forecasted $1.9 trillion in 2005, representing a Compound Annual
Growth Rate, or CAGR, of 9%. Further, in 2003, approximately 64% of total
healthcare expenditures were spent on the following categories: hospital care
(31%), physician and clinical services (23%) and prescription drugs (10%). In
2003, healthcare expenditures totaled $1.7 trillion (or $5,800 per American)
and accounted for 15.3% of Gross Domestic Product, or GDP, which outpaced
overall economic growth by 3%. In the future, national health expenditures are
projected to reach $3.6 trillion by 2014, representing a CAGR of 7.4% over the
next ten years. Health spending is projected to reach 18.7% of GDP by 2014. We
anticipate the substantial growth in healthcare witnessed over the past 25
years should continue going forward. Therefore, we believe there will be
numerous acquisition targets within the healthcare sector.

   While we may seek to effect business combinations with more than one target
business in the healthcare industry, our initial business combination must be
for assets or with a target business whose fair market value is at least equal
to 80% of our net assets at the time of such acquisition. Consequently, it is
likely that we will have the ability to effect only a single business
combination. As used in this prospectus, a "target business" shall include
assets or an operating business in the healthcare industry and a "business
combination" shall mean the acquisition by us of such assets or target
business. We do not have any specific merger, capital stock exchange, asset
acquisition or other business combination under consideration or contemplation
and we have not, nor has anyone on our behalf, contacted any potential target
business or had any discussions, formal or otherwise, with respect to such a
transaction. Moreover, we have not engaged or retained any agent or other
representative to identify or locate any suitable acquisition candidate for
us. Other than reviewing several industry reports, including those published
by CMS, in order to define the healthcare industry, neither we nor any of our
agents or affiliates has yet taken any measure, directly or indirectly, to
locate a target business. We will not enter into any business combination with
any affiliates of our initial stockholders, officers or directors.

   Our officers and directors will not receive any compensation in this
offering other than reimbursement for out-of-pocket expenses incurred by them on
our behalf, which includes an aggregate of $250,000 in loans which they made to
us in April and July 2005. After the consummation of a business combination, if
any, to the extent they remain as officers of the resulting business, we
anticipate that they may enter into employment agreements, the terms of which
shall be negotiated and which we expect to be comparable to employment
agreements with other similarly-situated companies in the healthcare industry.
Further, after the consummation of a business combination, if any, to the extent
such persons remain as directors of the

                                       1


<PAGE>
resulting business, we anticipate that they will receive compensation
comparable to directors at other similarly-situated companies in the
healthcare industry.

   In addition, we have agreed to pay Equity Dynamics, Inc., an affiliated
third party of which Mr. Pappajohn (our Chairman and Secretary) is the
President and principal stockholder, and Mr. Kinley (our President and
Treasurer) is a Senior Vice President, approximately $6,000 per month for
office space and certain additional general and administrative services. We
have also agreed to pay another affiliated third party, The Lan Group, of
which Dr. Schaffer (our Chief Executive Officer) is the sole owner,
approximately $1,500 per month for office space and certain additional general
and administrative services.

   Our executive offices are located at 2116 Financial Center, 666 Walnut
Street, Des Moines, Iowa 50309, and our telephone number at that location is
(515) 244-5746.


                                  THE OFFERING



SECURITIES OFFERED:                     9,000,000 units, at $8.00 per unit, each
                                        unit consisting of:


                                          o one share of common stock; and

                                          o one warrant

                                        The units will begin trading on or
                                        promptly after the date of this
                                        prospectus. Each of the common stock and
                                        warrants shall trade separately on the
                                        90th day after the date of this
                                        prospectus unless Maxim Group LLC
                                        determines that an earlier date is
                                        acceptable. Upon such separation, the
                                        units will no longer trade. In no event
                                        will Maxim Group LLC allow separate
                                        trading of the common stock and warrants
                                        until we file an audited balance sheet
                                        reflecting our receipt of the gross
                                        proceeds of this offering. We will file
                                        a Current Report on Form 8-K, including
                                        an audited balance sheet, upon the
                                        consummation of this offering, which is
                                        anticipated to take place three business
                                        days from the date of this prospectus.
                                        The audited balance sheet will include
                                        proceeds we receive from the exercise of
                                        the over- allotment option if the
                                        over-allotment option is exercised prior
                                        to the filing of the Form 8-K.

COMMON STOCK:

Number outstanding before this 
  offering . . . . . . . . . . . . .    2,250,000 shares

Number to be outstanding after this 
  offering. . . . . . . . . . . . . .   11,250,000 shares

WARRANTS:

Number outstanding before this 
  offering . . . . . . . . . . . . .    0

Number to be outstanding after this 
  offering. . . . . . . . . . . . . .   9,000,000 warrants


Exercisability. . . . . . . . . . . .   Each warrant is exercisable for one
                                        share of common stock.

Exercise price. . . . . . . . . . . .   $6.00 per share


                                       2

<PAGE>
Exercise period . . . . . . . . . . .   The warrants will become exercisable on
                                        the later of:

                                          o the completion of a business
                                            combination with a target
                                            business, or

                                          o July 28, 2006

                                        The warrants will expire at 5:00 p.m.,
                                        New York City time, on July 27, 2009, or
                                        earlier upon redemption.

Redemption. . . . . . . . . . . . . .   We may redeem the outstanding warrants:

                                          o in whole and not in part,

                                          o at a price of $.01 per warrant
                                            at any time after the warrants
                                            become exercisable,

                                          o upon a minimum of 30 days' prior
                                            written notice of redemption, and

                                          o if, and only if, the last sales 
                                            price of our common stock equals or
                                            exceeds $11.50 per share for any 20
                                            trading days within a 30 trading day
                                            period ending three business days
                                            before we send the notice of
                                            redemption.

                                        We have established this last criterion
                                        to provide warrant holders with a
                                        premium to the initial warrant exercise
                                        price as well as a degree of liquidity
                                        to cushion the market reaction, if any,
                                        to our redemption call. If the foregoing
                                        conditions are satisfied and we call the
                                        warrants for redemption, each warrant
                                        holder shall then be entitled to
                                        exercise his or her warrant prior to the
                                        date scheduled for redemption, however,
                                        there can be no assurance that the price
                                        of the common stock will exceed the call
                                        trigger price or the warrant exercise
                                        price after the redemption call is made.

Management Warrant Purchase . . . . .   John Pappajohn, our chairman and
                                        secretary, or his designees, has agreed
                                        to purchase up to $1,000,000 of our
                                        warrants in the open market, at a price
                                        per warrant not to exceed $1.20, within
                                        three months of such warrants being
                                        separately tradeable. These warrants
                                        will not be sold by Mr. Pappajohn or his
                                        designees until the consummation of a
                                        business combination. Maxim Group LLC
                                        has also agreed to purchase up to
                                        $500,000 of our warrants in the open
                                        market on similar terms; however, Maxim
                                        Group LLC may sell their warrants prior
                                        to the consummation of a business
                                        combination.


AMERICAN STOCK EXCHANGE
 SYMBOLS FOR OUR:

Units . . . . . . . . . . . . . . . .   "HAQ.U"

Common Stock. . . . . . . . . . . . .   "HAQ"

Warrants. . . . . . . . . . . . . . .   "HAQ.WS"


                                       3

<PAGE>

Offering proceeds to be held 
in trust . . . . . . . . . . . . . .    $64,980,000 of the proceeds of this
                                        offering ($7.22 per unit) will be placed
                                        in a trust account at JP Morgan Chase NY
                                        Bank maintained by Continental Stock
                                        Transfer & Trust Company, pursuant to an
                                        agreement to be signed on the date of
                                        this prospectus. These proceeds will not
                                        be released until the earlier of the
                                        completion of a business combination or
                                        our liquidation. Therefore, unless and
                                        until a business combination is
                                        consummated, the proceeds held in the
                                        trust fund will not be available for our
                                        use for any expenses related to this
                                        offering or expenses which we may incur
                                        related to the investigation and
                                        selection of a target business and the
                                        negotiation of an agreement to acquire a
                                        target business. These expenses may be
                                        paid prior to a business combination
                                        only from the net proceeds of this
                                        offering not held in the trust fund
                                        (initially, approximately $1,480,000
                                        after the payment of the expenses
                                        relating to this offering). It is
                                        possible that we could use a portion of
                                        the funds not in the trust account to
                                        make a deposit, down payment or fund a
                                        "no-shop" provision with respect to a
                                        particular proposed business
                                        combination. In the event we were
                                        ultimately required to forfeit such
                                        funds (whether as a result of our breach
                                        of the agreement relating to such
                                        payment or otherwise), we may not have a
                                        sufficient amount of working capital
                                        available outside of the trust account
                                        to pay expenses related to finding a
                                        suitable business combination without
                                        securing additional financing. If we
                                        were unable to secure additional
                                        financing, we would most likely fail to
                                        consummate a business combination in the
                                        allotted time and would be forced to
                                        liquidate.


                                        None of the warrants may be exercised
                                        until after the consummation of a
                                        business combination and, thus, after
                                        the proceeds of the trust fund have been
                                        disbursed, the warrant exercise price
                                        will be paid directly to us.

Stockholders must approve business
 combination  . . . . . . . . . . . .   We will seek stockholder approval before
                                        we effect any business combination, even
                                        if the nature of the acquisition would
                                        not ordinarily require stockholder
                                        approval under applicable state law. In
                                        connection with the vote required for
                                        any business combination, all of our
                                        existing stockholders, including all of
                                        our officers and directors, have agreed
                                        to vote the shares of common stock owned
                                        by them immediately before this offering
                                        in accordance with the majority of the
                                        shares of common stock voted by the
                                        public stockholders. We will proceed
                                        with a 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 less than 20% of the shares sold
                                        in this offering exercise their
                                        conversion rights described below.
                                        Voting against the business combination
                                        alone will not result in conversion of a
                                        stockholder's shares


                                       4


<PAGE>
                                        into a pro rata share of the trust fund.
                                        Such stockholder must have also
                                        exercised its conversion rights
                                        described below.

                                        We will not enter into any business
                                        combination with any affiliates of our
                                        initial stockholders, officers or
                                        directors.


Conversion rights for stockholders 
 voting to reject a business 
 combination  . . . . . . . . . . . .   Public stockholders voting against a
                                        business combination will be entitled to
                                        convert their stock into a pro rata
                                        share of the trust fund, including any
                                        interest earned on their portion of the
                                        trust fund, if the business combination
                                        is approved and completed. Public
                                        stockholders that convert their stock
                                        into their pro rata share of the trust
                                        fund will continue to have the right to
                                        exercise any warrants they may hold.
                                        Because the initial per share conversion
                                        price is $7.22 per share (plus any
                                        interest), which is lower than the $8.00
                                        per unit price paid in the offering and,
                                        which may be lower than the market price
                                        of the common stock on the date of the
                                        conversion, there may be a disincentive
                                        on the part of public stockholders to
                                        exercise their conversion rights. The
                                        term public stockholders means the
                                        holders of common stock sold as part of
                                        the units in this offering or in the
                                        open market, including any existing
                                        stockholders to the extent that they
                                        purchase or acquire such shares.


Liquidation if no business 
 combination. . . . . . . . . . . . .   We will dissolve and promptly distribute
                                        only to our public stockholders the
                                        amount in our trust fund plus any
                                        remaining net assets if we do not effect
                                        a business combination within 18 months
                                        after consummation of this offering (or
                                        within 24 months from the consummation
                                        of this offering if a letter of intent,
                                        agreement in principle or definitive
                                        agreement has been executed within 18
                                        months after consummation of this
                                        offering and the business combination
                                        has not yet been consummated within such
                                        18 month period). Our existing
                                        stockholders have agreed to waive their
                                        respective rights to participate in any
                                        liquidation distribution occurring upon
                                        our failure to consummate a business
                                        combination, but only with respect to
                                        those shares of common stock acquired by
                                        them prior to this offering.

Escrow of existing stockholders'
 shares . . . . . . . . . . . . . . .   On the date of this prospectus, all of
                                        our existing stockholders, including all
                                        of our officers and directors, will
                                        place the shares they owned before this
                                        offering into an escrow account
                                        maintained by Continental Stock Transfer
                                        & Trust Company, acting as escrow agent.
                                        Subject to certain limited exceptions,
                                        such as transfers to family members and
                                        trusts for estate planning purposes and
                                        upon death while remaining subject to
                                        the escrow agreement, these shares will
                                        not be transferable during the escrow
                                        period and will not be released from
                                        escrow until July 28, 2008, unless we
                                        were to consummate a


                                       5

<PAGE>
                                        transaction after the consummation of
                                        the initial business combination which
                                        results in all of the stockholders of
                                        the combined entity having the right to
                                        exchange their shares of common stock
                                        for cash, securities or other property.

RISKS


In making your decision on whether to invest in our securities, you should
take into account not only the backgrounds of our management team, but also
the special risks we face as a blank check company, as well as the fact that
this offering is not being conducted in compliance with Rule 419 promulgated
under the Securities Act of 1933, as amended, and, therefore, you will not be
entitled to protections normally afforded to investors in Rule 419 blank check
offerings. Additionally, our promoter's initial equity investment is below
that which is required under the guidelines of the North American Securities
Administrators Association, Inc. You should carefully consider these and the
other risks set forth in the section entitled "Risk Factors" beginning on page
8 of this prospectus.



                                       6


<PAGE>
                             SUMMARY FINANCIAL DATA


   The following table summarizes the relevant financial data for our business
and should be read with our financial statements, which are included in this
prospectus. We have not had any significant operations to date, so only
balance sheet data is presented.


<TABLE>
<CAPTION>
                                                              APRIL 30, 2005
                                                          ----------------------
                                                           ACTUAL    AS ADJUSTED
                                                          --------   -----------
<S>                                                       <C>        <C>
BALANCE SHEET DATA:
 Working capital/(deficiency) ........................    $(90,753)  $66,557,500
 Total assets ........................................     253,253    66,557,500
 Total liabilities ...................................     230,753            --
 Value of common stock which may be converted to cash
   ($7.22 per share)..................................          --    12,989,502
 Stockholders' equity ................................      22,500    53,567,998
</TABLE>



   The "as adjusted" information gives effect to the sale of the units we are
offering including the application of the related gross proceeds, the receipt of
an additional $75,000 from certain of our initial stockholders subsequent to
April 30, 2005 in the form of non-interest bearing notes payable upon the
earlier of April 28, 2006 or the consummation of this offering and the payment
of the estimated remaining costs from such sale.


   The working capital and total assets amounts include the $64,980,000 to be
held in the trust fund, which will be available to us only upon the
consummation of a business combination within the time period described in
this prospectus. If a business combination is not so consummated, we will be
dissolved and the proceeds held in the trust fund will be distributed solely
to our public stockholders. The term public stockholders means the holders of
common stock sold as part of the units in this offering or in the open market,
including any existing stockholders to the extent that they purchase or
acquire such shares.

   We will not proceed with a business combination if public stockholders
owning 20% or more of the shares sold in this offering vote against the
business combination and exercise their conversion rights. Accordingly, we may
effect a business combination if public stockholders owning up to
approximately 19.99% of the shares sold in this offering exercise their
conversion rights. If this occurred, we would be required to convert to cash
up to approximately 19.99% of the 9,000,000 shares sold in this offering, or
1,799,100 shares of common stock, at an initial per-share conversion price of
$7.22, without taking into account interest earned on the trust fund. The
actual per-share conversion price will be equal to:


   o the amount in the trust fund, including all accrued interest, as of two
     business days prior to the proposed consummation of the business
     combination,

   o divided by the number of shares of common stock sold in the offering.


                                       7


<PAGE>
                                  RISK FACTORS

   An investment in our securities involves a high degree of risk. You should
consider carefully all of the material risks described below, together with
the other information contained in this prospectus before making a decision to
invest in our units.

                  RISKS ASSOCIATED WITH OUR POTENTIAL BUSINESS

WE ARE A NEWLY FORMED COMPANY WITH NO OPERATING HISTORY AND, ACCORDINGLY, YOU
WILL NOT HAVE ANY BASIS ON WHICH TO EVALUATE OUR ABILITY TO ACHIEVE OUR
BUSINESS OBJECTIVE.

   We are a recently formed company with no operating results to date.
Therefore, our ability to begin operations is dependent upon obtaining
financing through the public offering of our securities. Since we do not have
any operations or an operating history, you will have no basis upon which to
evaluate our ability to achieve our business objective, which is to acquire
one or more domestic or international assets or an operating business in the
healthcare industry. We do not have any specific merger, capital stock
exchange, asset acquisition or other business combination under consideration
or contemplation and we have not, nor has anyone on our behalf, contacted any
potential target business or had any discussions, formal or otherwise, with
respect to such a transaction. Moreover, we have not engaged or retained any
agent or other representative to identify or locate any suitable acquisition
candidate for us. Other than reviewing several industry reports, including
those published by CMS, in order to define the healthcare industry, neither we
nor any of our agents or affiliates has yet taken any measure, directly or
indirectly, to locate a target business. We will not generate any revenues or
income (other than interest income on the proceeds of this offering) until, at
the earliest, after the consummation of a business combination.

IF WE ARE FORCED TO LIQUIDATE BEFORE A BUSINESS COMBINATION, OUR PUBLIC
STOCKHOLDERS WILL RECEIVE LESS THAN $8.00 PER SHARE UPON DISTRIBUTION OF THE
TRUST FUND AND OUR WARRANTS WILL EXPIRE WORTHLESS.

   If we are unable to complete a business combination and are forced to
liquidate our assets, the per-share liquidation will be less than $8.00
because of the expenses of this offering, our general and administrative
expenses and the anticipated costs of seeking a business combination after
this offering. Furthermore, there will be no distribution with respect to our
outstanding warrants and, accordingly, the warrants will expire worthless if
we liquidate before the completion of a business combination. For a more
complete discussion of the effects on our stockholders if we are unable to
complete a business combination, see the section below entitled "Effecting a
business combination--Liquidation if no business combination."

YOU WILL NOT BE ENTITLED TO PROTECTIONS NORMALLY AFFORDED TO INVESTORS OF
BLANK CHECK COMPANIES.

   Since the net proceeds of this offering are intended to be used to complete
a business combination with a target business that has not been identified, we
may be deemed to be a "blank check" company under the United States securities
laws. However, since we will have net tangible assets in excess of $5,000,000
upon the consummation of this offering and will file a Current Report on
Form 8-K with the SEC upon consummation of this offering, including an audited
balance sheet demonstrating this fact, we are exempt from rules promulgated by
the SEC to protect investors of blank check companies such as Rule 419.
Accordingly, investors will not be afforded the benefits or protections of
those rules. Because we are not subject to Rule 419, our units will be
immediately tradable. For a more detailed comparison of our offering to
offerings under Rule 419, see the section entitled "Comparison to offerings of
blank check companies" below.

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 COMPLETE A BUSINESS COMBINATION.

   Based upon publicly available information, approximately 25 similarly
structured blank check companies have completed initial public offerings since
August 2003 and numerous others have filed registration statements. Of these
companies, only one company has consummated a business combination, while
three


                                       8



<PAGE>

other companies have announced they have entered into a definitive agreement
for a business combination, but have not consummated such business
combination. Accordingly, there are approximately 24 blank check companies
with more than $1.0 billion in trust, and may be at least 28 additional blank
check companies with more than $2.1 billion in trust that are seeking to carry
out a business plan similar to our business plan. While some of those
companies have specific industries that they must complete a business
combination in, a number of them may consummate a business combination in any
industry they choose. We may therefore be subject to competition from these
and other companies seeking to consummate a business plan similar to ours
which will, as a result, increase demand for privately-held companies to
combine with companies structured similarly to ours. Further, the fact that
only one of such companies has completed a business combination and three of
such companies have entered into a definitive agreement for a business
combination may be an indication that there are only a limited number of
attractive target businesses available to such entities or that many
privately-held target businesses may not be inclined to enter into business
combinations with publicly held blank check companies like us. We cannot
assure you that we will be able to successfully compete for an attractive
business combination. Additionally, because of this competition, we cannot
assure you that we will be able to effectuate a business combination within
the required time periods. If we are unable to find a suitable target business
within such time periods, we will be forced to liquidate.

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 $7.22 PER SHARE.

   Our placing of funds in trust may not protect those funds from third party
claims against us. Although we will seek to have all vendors, prospective
target businesses or other entities we engage execute agreements with us
waiving any right, title, interest or claim of any kind 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. Nor is there any
guarantee that such entities will agree to waive any claims they may have in
the future as a result of, or arising out of, any negotiations, contracts or
agreements with us and will not seek recourse against the trust account for
any reason. Accordingly, the proceeds held in trust could be subject to claims
which could take priority over the claims of our public stockholders and the
per-share liquidation price could be less than $7.22 per share held in the
trust account, plus interest, due to claims of such creditors. If we are
unable to complete a business combination and are forced to liquidate, our
chairman and executive officers will be personally liable under certain
circumstances (for example, if a vendor does not waive any rights or claims to
the trust account) to ensure that the proceeds in the trust fund are not
reduced by the claims of various vendors or other entities that are owed money
by us for services rendered or products sold to us, to the extent necessary to
ensure that such claims do not reduce the amount in the trust fund. However,
we cannot assure you that our executive officers will be able to satisfy those
obligations.


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 certificate of incorporation authorizes the issuance of up to
100,000,000 shares of common stock, par value $.0001 per share, and 1,000,000
shares of preferred stock, par value $.0001 per share. Immediately after this
offering (assuming no exercise of the underwriters' over-allotment option),
there will be 79,750,000 authorized but unissued shares of our common stock
available for issuance (after appropriate reservation for the issuance of
shares upon full exercise of our outstanding warrants) and all of the
1,000,000 shares of preferred stock available for issuance. Although we have
no commitments as of the date of this offering to issue our securities, we may
issue a substantial number of additional shares of our common stock or
preferred stock, or a combination of common and preferred stock, to complete a
business combination. The issuance of additional shares of our common stock or
any number of shares of our preferred stock:


   o may significantly reduce the equity interest of investors in this
     offering;

   o 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
     most likely also result in the resignation or removal of our present
     officers and directors; and


                                       9


<PAGE>
   o may adversely affect prevailing market prices for our common stock.

   Additionally, the healthcare industry is capital intensive, traditionally
using substantial amounts of indebtedness to finance acquisitions, capital
expenditures and working capital needs. If we finance the purchase of assets
or operations through the issuance of debt securities, it could result in:

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

   o acceleration of our obligations to repay the indebtedness even if we have
     made all principal and interest payments when due if the debt security
     contained covenants that required the maintenance of certain financial
     ratios or reserves and any such covenant were breached without a waiver
     or renegotiation of that covenant;

   o our immediate payment of all principal and accrued interest, if any, if
     the debt security was payable on demand; and

   o our inability to obtain additional financing, if necessary, if the debt
     security contained covenants restricting our ability to obtain additional
     financing while such security was outstanding.

   For a more complete discussion of the possible structure of a business
combination, see the section below entitled "Effecting a business
combination--Selection of a target business and structuring of a business
combination."

OUR ABILITY TO EFFECT A BUSINESS COMBINATION AND TO EXECUTE ANY POTENTIAL
BUSINESS PLAN AFTERWARDS WILL BE TOTALLY DEPENDENT UPON THE EFFORTS OF OUR KEY
PERSONNEL, SOME OF WHOM MAY JOIN US FOLLOWING A BUSINESS COMBINATION AND WHOM
WE WOULD HAVE ONLY A LIMITED ABILITY TO EVALUATE.

   Our ability to effect a business combination will be totally dependent upon
the efforts of our key personnel. The future role of our key personnel
following a business combination, however, cannot presently be fully
ascertained. Although we expect most of our management and other key
personnel, particularly our chairman of the board, vice chairman and president
to each remain associated with us following a business combination, we may
employ other personnel following the business combination. While we intend to
closely scrutinize any additional individuals we engage after a business
combination, we cannot assure you that our assessment of these individuals
will prove to be correct. Moreover, our current management will only be able
to remain with the combined company after the consummation of a business
combination if they are able to negotiate the same as part of any such
combination. If we acquired a target business in an all-cash transaction, it
would be more likely that current members of management would remain with us
if they chose to do so. If a business combination were structured as a merger
whereby the stockholders of the target company were to control the combined
company following a business combination, it may be less likely that
management would remain with the combined company unless it was negotiated as
part of the transaction via the acquisition agreement, an employment agreement
or other arrangement. In making the determination as to whether current
management should remain with us following the business combination,
management will analyze the experience and skill set of the target business'
management and negotiate as part of the business combination that certain
members of current management remain if it is believed that it is in the best
interests of the combined company post-business combination. If management
negotiates to be retained post-business combination as a condition to any
potential business combination, such negotiations may result in a conflict of
interest.

OUR OFFICERS AND DIRECTORS MAY 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 COULD HAVE A NEGATIVE IMPACT ON OUR ABILITY TO
CONSUMMATE A BUSINESS COMBINATION.

   Our officers and directors are not required to commit their full time to our
affairs, which may result in a conflict of interest in allocating their time
between our operations and other businesses. We do not intend to have any full
time employees prior to the consummation of a business combination. Each of
our officers are engaged in several other business endeavors and are not
obligated to contribute any specific number of hours per week to our affairs.
If our officers' other business affairs require them to devote more
substantial amounts


                                       10


<PAGE>
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. For a discussion of potential conflicts of interest that
you should be aware of, see the section below entitled "Management--Conflicts
of Interest." We cannot assure you that these conflicts will be resolved in
our favor.

OUR OFFICERS AND DIRECTORS ARE CURRENTLY 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 WHICH ENTITY A
PARTICULAR BUSINESS OPPORTUNITY SHOULD BE PRESENTED TO.

   Our officers and directors may in the future become affiliated with other
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 with which
they are or may be affiliated. Further, certain of our officers and directors
are currently involved in other businesses that are similar to the business
activities that we intend to conduct following a business combination. Due to
these existing affiliations, they have prior fiduciary obligations to present
potential business opportunities to those entities prior to presenting them to
us which could cause additional conflicts of interest. Accordingly, they have
conflicts of interest in determining to which entity a particular business
opportunity should be presented. For a complete discussion of our management's
business affiliations and the potential conflicts of interest that you should
be aware of, see the sections below entitled "Management--Directors and
Executive Officers" and "Management--Conflicts of Interest." We cannot assure
you that these conflicts will be resolved in our favor.

ALL OF OUR DIRECTORS OWN SHARES OF OUR SECURITIES WHICH WILL NOT PARTICIPATE
IN LIQUIDATION DISTRIBUTIONS AND THEREFORE THEY MAY HAVE A CONFLICT OF
INTEREST IN DETERMINING WHETHER A PARTICULAR TARGET BUSINESS IS APPROPRIATE
FOR A BUSINESS COMBINATION.

   All of our directors own shares of common stock in our company which were
issued prior to this offering, but have waived their right to receive
distributions with respect to those shares upon our liquidation if we are
unable to complete a business combination. Additionally, our chairman, or his
designees, has agreed to purchase up to an aggregate of $1,000,000 of warrants
on the open market for a price not to exceed $1.20 per warrant, once such
warrants begin to trade separately. These warrants will not be sold until the
consummation of a business combination. The shares and warrants owned by these
directors will be worthless if we do not consummate a business combination.
The personal and financial interests of these directors may influence their
motivation in identifying and selecting a target business and completing a
business combination in a timely manner. Consequently, these directors'
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 our
stockholders' best interest.

OUR EXISTING STOCKHOLDERS WILL NOT RECEIVE REIMBURSEMENT FOR ANY OUT-OF-POCKET
EXPENSES INCURRED BY THEM TO THE EXTENT THAT SUCH EXPENSES EXCEED THE AMOUNT
IN THE TRUST FUND UNLESS THE BUSINESS COMBINATION IS CONSUMMATED AND THEREFORE
THEY MAY HAVE A CONFLICT OF INTEREST.


   Our existing stockholders, will not receive reimbursement for any out-of-
pocket expenses incurred by them to the extent that such expenses exceed the
amount in the trust fund unless the business combination is consummated and
there are sufficient funds available for reimbursement after such
consummation. The financial interest of such persons 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
stockholders' best interest.

IT IS PROBABLE THAT WE WILL ONLY BE ABLE TO COMPLETE ONE BUSINESS COMBINATION,
WHICH WILL CAUSE US TO BE SOLELY DEPENDENT ON A SINGLE BUSINESS.

   The net proceeds from this offering will provide us with approximately
$64,980,000 which we may use to complete a business combination. 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. Consequently, it
is probable that we will have the ability to complete only a single business
combination, although this may entail the



                                       11

<PAGE>
simultaneous acquisitions of several assets or closely related operating
businesses at the same time. Accordingly, the prospects for our ability to
effect our business strategy may be:

   o solely dependent upon the performance of a single business; or

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

   In this case, we will 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.
Furthermore, since our business combination may entail the simultaneous
acquisitions of several assets or operating businesses at the same time and
may be with different sellers, we will need to convince such sellers to agree
that the purchase of their assets or businesses is contingent upon the
simultaneous closings of the other acquisitions.

WE MAY BE UNABLE TO OBTAIN ADDITIONAL FINANCING, IF REQUIRED, TO COMPLETE A
BUSINESS COMBINATION OR TO FUND THE OPERATIONS AND GROWTH OF THE TARGET
BUSINESS, WHICH COULD COMPEL US TO RESTRUCTURE THE TRANSACTION OR ABANDON A
PARTICULAR BUSINESS COMBINATION.

   Although we believe that the net proceeds of this offering will be
sufficient to allow us to consummate a business combination, in as much as we
have not yet identified any prospective target business, we cannot ascertain
the capital requirements for any particular transaction. If the net proceeds
of this offering prove to be insufficient, either because of the size of the
business combination or the depletion of the available net proceeds in search
of a target business, or because we become obligated to convert into cash a
significant number of shares from dissenting stockholders, we will be required
to seek additional financing. We cannot assure you that such financing would
be available on acceptable terms, if 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 restructure the transaction or
abandon that particular business combination and seek an alternative target
business candidate. In addition, if we consummate a business combination, we
may require additional financing to fund the operations or growth of the
target business. The failure to secure additional 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 after a business
combination.

OUR EXISTING STOCKHOLDERS, INCLUDING OUR OFFICERS AND DIRECTORS, CONTROL A
SUBSTANTIAL INTEREST IN US AND THUS MAY INFLUENCE CERTAIN ACTIONS REQUIRING
STOCKHOLDER VOTE.

   Upon consummation of our offering, our existing stockholders (including all
of our officers and directors) will collectively own 20% of our issued and
outstanding shares of common stock (assuming they do not purchase units in
this offering). Additionally, our chairman, or his designees, has agreed to
purchase up to an aggregate of $1,000,000 of warrants on the open market for a
price not to exceed $1.20 per warrant, once such warrants begin to trade
separately. These warrants cannot be sold until after consummation of a
business combination. None of our other existing stockholders, officers and
directors has indicated to us that they intend to purchase units in the
offering or warrants on the open market.

   Our board of directors is divided into two classes, each of which will
generally serve for a term of two years with only one class of directors being
elected in each year. It is unlikely that there will be an annual meeting of
stockholders to elect new directors prior to the consummation of a business
combination, in which case all of the current directors will continue in
office at least until the consummation of the business combination. If there
is an annual meeting, as a consequence of our "staggered" board of directors,
initially only a minority of the board of directors will be considered for
election and our existing stockholders, because of their ownership position,
will have considerable influence regarding the outcome. Accordingly, our
existing stockholders will continue to exert control at least until the
consummation of a business combination. In addition, our existing stockholders
and their affiliates and relatives are not prohibited from purchasing units in
this offering or in the open market. If they do, we cannot assure you that our
existing stockholders will not have considerable influence upon the vote in
connection with a business combination.


                                       12

<PAGE>

OUR EXISTING STOCKHOLDERS PAID AN AGGREGATE OF $25,000, OR APPROXIMATELY
$0.0111 PER SHARE, FOR THEIR SHARES AND, ACCORDINGLY, YOU WILL EXPERIENCE
IMMEDIATE AND SUBSTANTIAL DILUTION FROM THE PURCHASE OF OUR COMMON STOCK.

   The difference between the public offering price per share of our common
stock and the pro forma net tangible book value per share of our common stock
after this offering constitutes the dilution to you and the other investors in
this offering. The fact that our existing stockholders acquired their shares
of common stock at a nominal price has significantly contributed to this
dilution. Assuming the offering is completed, you and the other new investors
will incur an immediate and substantial dilution of approximately 29% or $2.33
per share (the difference between the pro forma net tangible book value per
share of $5.67 and the initial offering price of $8.00 per unit).


OUR OUTSTANDING WARRANTS MAY HAVE AN ADVERSE EFFECT ON THE MARKET PRICE OF
COMMON STOCK AND MAKE IT MORE DIFFICULT TO EFFECT A BUSINESS COMBINATION.


   In connection with this offering, as part of the units (but not including
any overallotments issued to the underwriters), we will be issuing warrants to
purchase 9,000,000 shares of common stock. To the extent we issue shares of
common stock to effect a business combination, the potential for the issuance
of substantial numbers of additional shares upon exercise of these warrants
could make us a less attractive acquisition vehicle in the eyes of a target
business as 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
may make it more difficult to effectuate a business combination or increase
the cost of the target business. Additionally, the sale, or even the
possibility of sale, of the shares underlying the warrants could have an
adverse effect on the market price for our securities or on our ability to
obtain future public financing. If and to the extent these warrants are
exercised, you may experience dilution to your holdings.


IF OUR EXISTING STOCKHOLDERS EXERCISE THEIR REGISTRATION RIGHTS, IT MAY HAVE
AN ADVERSE EFFECT ON THE MARKET PRICE OUR COMMON STOCK AND THE EXISTENCE OF
THESE RIGHTS MAY MAKE IT MORE DIFFICULT TO EFFECT A BUSINESS COMBINATION.


   Our existing stockholders are entitled to require us to register the resale
of their shares of common stock at any time after the date on which their
shares are released from escrow, which, except in limited circumstances, will
not be before three years from the date of this prospectus. If our existing
stockholders exercise their registration rights with respect to all of their
shares of common stock, then there will be an additional 2,250,000 shares of
common stock eligible for trading in the public market. The presence of this
additional number of shares of common stock eligible for 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 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 as a result of these registration rights and the potential future
effect their exercise may have on the trading market for our common stock.

THE AMERICAN STOCK EXCHANGE MAY DELIST OUR SECURITIES FROM TRADING ON ITS
EXCHANGE WHICH COULD LIMIT INVESTORS' ABILITY TO MAKE TRANSACTIONS IN OUR
SECURITIES AND SUBJECT US TO ADDITIONAL TRADING RESTRICTIONS.

   Our securities will be listed on the American Stock Exchange, a national
securities exchange on or promptly after the date of this prospectus. 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 may 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 not able to list our securities on another exchange or to
have them quoted on Nasdaq, our securities could be quoted



                                       13

<PAGE>

on the OTC Bulletin Board, or "pink sheets". As a result, we could face
significant material adverse consequences including:

   o a limited availability of market quotations for our securities;

   o 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 and possibly resulting in a reduced level of trading activity in
     the secondary trading market for our securities;

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

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

   The National Securities Markets Improvement Act of 1996, which is a federal
statute, prevents or preempts the states from regulating the sale of certain
securities, which are referred to as "covered securities". Since we will be
listed on the American Stock Exchange, our securities will be covered
securities. Although the states are preempted from regulating the sale of our
securities, the federal statute does allow the states to investigate companies
if there is a suspicion of fraud, and if there is a finding of fraudulent
activity, then the states can regulate or bar the sale of covered securities in
a particular case. While we are not aware of a state having used these powers to
prohibit or restrict the sale of securities issued by blank check companies
generally, certain state securities regulators view blank check companies
unfavorably and might use these powers, or threaten to use these powers, to
hinder the sale of securities of blank check companies in their states.

IF OUR COMMON STOCK BECOMES SUBJECT TO THE SEC'S PENNY STOCK RULES, BROKER-
DEALERS MAY EXPERIENCE DIFFICULTY IN COMPLETING CUSTOMER TRANSACTIONS AND
TRADING ACTIVITY IN OUR SECURITIES MAY BE ADVERSELY AFFECTED.

   If at any time our securities are no longer listed on the American Stock
Exchange or another exchange or quoted on Nasdaq and we have net tangible
assets of $5,000,000 or less and our common stock has a market price per share
of less than $5.00, transactions in our common stock may be subject to the
"penny stock" rules promulgated under the Securities Exchange Act of 1934.
Under these rules, broker-dealers who recommend such securities to persons
other than institutional accredited investors must:

   o make a special written suitability determination for the purchaser;

   o receive the purchaser's written agreement to a transaction prior to sale;

   o provide the purchaser with risk disclosure documents which identify
     certain risks associated with investing in "penny stocks" and which
     describe the market for these "penny stocks" as well as a purchaser's
     legal remedies; and

   o obtain a signed and dated acknowledgment from the purchaser demonstrating
     that the purchaser has actually received the required risk disclosure
     document before a transaction in a "penny stock" can be completed.

   If our common stock becomes subject to these rules, broker-dealers may find
it difficult to effectuate customer transactions and trading activity in our
securities may be adversely affected. As a result, the market price of our
securities may be depressed, and you may find it more difficult to sell our
securities.


THE REPRESENTATIVE OF THE UNDERWRITERS IN THE OFFERING HAS ONLY LIMITED
EXPERIENCE ACTING IN SUCH ROLE.


   Although certain principals of Maxim Group LLC have extensive experience in
the securities industry, Maxim Group LLC itself was formed in October 2002 and
has acted as the lead manager in only three firm commitment public offerings,
co-manager in four firm commitment public offerings and as a member of the
underwriting syndicate in fifty eight underwritten public offerings. Since
Maxim Group LLC has limited experience in underwriting firm commitment public
offerings, their lack of experience may adversely affect the public offering
price of our units, common stock and warrants and the subsequent development,
if any, of a trading market for our units, common stock and warrants.

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

IF WE ARE DEEMED TO BE AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT
OF 1940, OUR ACTIVITIES MAY BE RESTRICTED WHICH, AMONG OTHER PROBLEMS, MAY
MAKE IT DIFFICULT FOR US TO COMPLETE A BUSINESS COMBINATION. SUCH RESTRICTIONS
INCLUDE:

   o restrictions on the nature of our investments; and

   o restrictions on the issuance of securities.


                                       14


<PAGE>
   In addition, we may have imposed upon us burdensome requirements, including:

   o registration as an investment company;

   o adoption of a specific form of corporate structure; and

   o reporting, record keeping, voting, proxy and disclosure requirements and
     other rules and regulations.

   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
may only be invested by the trust agent in "government securities" with
specific maturity dates. 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 were deemed to be subject to the act, compliance with these additional
regulatory burdens would require additional expense that we have not allotted
for.

OUR DIRECTORS MAY NOT BE CONSIDERED "INDEPENDENT" UNDER THE POLICIES OF THE
NORTH AMERICAN SECURITIES ADMINISTRATORS ASSOCIATION, INC.

   All of our officers or directors own shares of our common stock, and no
salary or other compensation will be paid to our officers or directors for
services rendered by them on our behalf prior to or in connection with a
business combination. We believe that two members of our board of directors
are "independent" as that term is commonly used. However, under the policies
of the North American Securities Administrators Association, Inc., because our
directors may receive reimbursement for out-of-pocket expenses incurred by
them in connection with activities on our behalf such as identifying potential
target businesses and performing due diligence on suitable business
combinations, state securities administrators could take the position that
such individuals are not "independent." If this were the case, they would take
the position that we would not have the benefit of independent directors
examining the propriety of expenses incurred on our behalf and subject to
reimbursement. Additionally, there is no limit on the amount of out-of-pocket
expenses that could be incurred and there will be no review of the
reasonableness of the expenses by anyone other than our board of directors,
which would include persons who may seek reimbursement, or a court of
competent jurisdiction if such reimbursement is challenged. Although we
believe that all actions taken by our directors on our behalf will be in our
best interests, whether or not two of them are deemed to be "independent," we
cannot assure you that this will actually be the case. If actions are taken,
or expenses are incurred that are actually not in our best interests, it could
have a material adverse effect on our business and operations and the price of
our stock held by the public stockholders.

BECAUSE OUR INITIAL STOCKHOLDERS' INITIAL EQUITY INVESTMENT WAS ONLY $25,000,
OUR OFFERING MAY BE DISALLOWED BY STATE ADMINISTRATORS THAT FOLLOW THE NORTH
AMERICAN SECURITIES ADMINISTRATORS ASSOCIATION, INC. STATEMENT OF POLICY ON
PROMOTIONAL OR DEVELOPMENT STAGE COMPANIES.

   Pursuant to the Statement of Policy Regarding Promoter's Equity Investment
promulgated by The North American Securities Administrators Association, Inc.,
an international organization devoted to investor protection, any state
administrator may disallow an offering of a promotional or development stage
company if the initial equity investment by a company's promoters does not
equal a certain percentage of the aggregate public offering price. Our
promoters' initial investment of $25,000 is less than the required $1,910,000
minimum amount pursuant to this policy. Accordingly, a state administrator
would have the discretion to disallow our offering if it wanted to. We cannot
assure you that our offering would not be disallowed pursuant to this policy.

SINCE WE HAVE NOT CURRENTLY SELECTED A PROSPECTIVE TARGET BUSINESS WITH WHICH
TO COMPLETE A BUSINESS COMBINATION, INVESTORS IN THIS OFFERING ARE UNABLE TO
CURRENTLY ASCERTAIN THE MERITS OR RISKS OF THE TARGET BUSINESS' OPERATIONS.

   Since we have not yet identified a prospective target, investors in this
offering have no current basis to evaluate the possible merits or risks of the
target business' operations. To the extent we complete a business combination
with a financially unstable company, an entity in its development stage and/or
an entity subject to unknown or unmanageable liabilities, we may be affected
by numerous risks inherent in the business


                                       15


<PAGE>
operations of those entities. 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 of the significant risk
factors. We also cannot assure you that an investment in our units will not
ultimately prove to be less favorable to investors in this offering than a
direct investment, if an opportunity were available, in a target business. For
a more complete discussion of our selection of a target business, see the
section below entitled "Effecting a business combination--We have not
identified a target business."

WE MAY ACQUIRE A DOMESTIC BUSINESS WITH OPERATIONS OUTSIDE OF THE UNITED
STATES, AND MAY FACE CERTAIN ECONOMIC AND REGULATORY CHALLENGES THAT WE MAY BE
UNABLE TO MEET.

   While we expect to acquire a business or assets in the United States, we may
acquire a business or assets with operations outside the United States. There
are certain risks inherent in doing business in international markets,
particularly in the healthcare industry, which is heavily regulated and
controlled in many jurisdictions outside the United States. These risks
include:

   o less developed healthcare infrastructures and generally higher costs;

   o difficulty in obtaining the necessary healthcare regulatory approvals for
     any potential expansion, and the possibility that any approvals that may
     be obtained would impose restrictions on the operation of the our
     business;

   o the inability to manage and coordinate the healthcare regulatory
     requirements of multiple jurisdictions that are constantly evolving and
     subject to unexpected change;

   o difficulties in staffing and managing foreign operations;

   o fluctuations in exchange rates;

   o reduced or no protection for intellectual property rights; and

   o potentially adverse tax consequences.


   Our inability to manage these risks effectively could adversely affect our
proposed business and limit our ability to expand our operations, which would
have a material adverse effect on the our business, financial condition and
results of operations.


                 RISKS ASSOCIATED WITH THE HEALTHCARE INDUSTRY


   Even if we acquire domestic or international assets or operations, of which
no assurances can be given, our proposed business will be subject to numerous
risks, including the following:

CHANGES IN THE HEALTHCARE INDUSTRY ARE SUBJECT TO VARIOUS INFLUENCES, EACH OF
WHICH MAY AFFECT OUR PROSPECTIVE BUSINESS.

   The healthcare industry is subject to changing political, economic, and
regulatory influences. These factors affect the purchasing practices and
operations of healthcare organizations. Any changes in current healthcare
financing and reimbursement systems could cause us to make unplanned
enhancements of our prospective products or services, or result in delays or
cancellations of orders, or in the revocation of endorsement of our
prospective products or services by clients. Federal and state legislatures
have periodically considered programs to reform or amend the U.S. healthcare
system at both the federal and state level. Such programs may increase
governmental regulation or involvement in healthcare, lower reimbursement
rates, or otherwise change the environment in which healthcare industry
participants operate. Healthcare industry participants may respond by reducing
their investments or postponing investment decisions, including investments in
our prospective products or services.

   Many healthcare industry participants are consolidating to create integrated
healthcare systems with greater market power. As the healthcare industry
consolidates, competition to provide products and services to industry
participants will become even more intense, as will the importance of
establishing a relationship with each industry participant. These industry
participants may try to use their market power to negotiate price

                                       16


<PAGE>
reductions for our prospective products and services. If we were forced to
reduce our prices, our operating results could suffer if we could not achieve
corresponding reductions in our expenses.

ANY BUSINESS WE ACQUIRE WILL BE SUBJECT TO EXTENSIVE GOVERNMENT REGULATION.
ANY CHANGES TO THE LAWS AND REGULATIONS GOVERNING OUR PROSPECTIVE BUSINESS, OR
THE INTERPRETATION AND ENFORCEMENT OF THOSE LAWS OR REGULATIONS, COULD CAUSE
US TO MODIFY OUR OPERATIONS AND COULD NEGATIVELY IMPACT OUR OPERATING RESULTS.

   We believe that our prospective business will be extensively regulated by
the federal government and any states in which we decide to operate. The laws
and regulations governing our operations, if any, are generally intended to
benefit and protect persons other than our stockholders. The government
agencies administering these laws and regulations have broad latitude to
enforce them. These laws and regulations along with the terms of any
government contracts we may enter into would regulate how we do business, what
products and services we could offer, and how we would interact with the
public. These laws and regulations, and their interpretations, are subject to
frequent change. Changes in existing laws or regulations, or their
interpretations, or the enactment of new laws or regulations could reduce our
revenue, if any, by:

   o imposing additional capital requirements;

   o increasing our liability;

   o increasing our administrative and other costs;

   o increasing or decreasing mandated benefits;

   o forcing us to restructure our relationships with providers; or

   o requiring us to implement additional or different programs and systems.

   For example, Congress enacted the Health Insurance Portability and
Accountability Act of 1996 which mandates that health plans enhance privacy
protections for member protected health information. This requires health
plans to add, at significant cost, new administrative, information and
security systems to prevent inappropriate release of protected member health
information. Compliance with this law is uncertain and has affected the
revenue streams of entities subject to it. Similarly, individual states
periodically consider adding operational requirements applicable to health
plans, often without identifying funding for these requirements. California
recently required all health plans to make available to members independent
medical review of their claims. Any analogous requirements applied to our
prospective products or services would be costly to implement and could affect
our prospective revenues.

   We believe that our business, if any, will be subject to various routine and
non-routine governmental reviews, audits and investigation. Violation of the
laws governing our prospective operations, or changes in interpretations of
those laws, could result in the imposition of civil or criminal penalties, the
cancellation of any contracts to provide products or services, the suspension
or revocation of any licenses, and exclusion from participation in government
sponsored health programs, such as Medicaid and the State Children's Health
Insurance Program. If we become subject to material fines or if other
sanctions or other corrective actions were imposed upon us, we might suffer a
substantial reduction in revenue, and might also lose one or more of our
government contracts and as a result lose significant numbers of members and
amounts of revenue.

   The current administration's issuance of new regulations, its review of the
existing Health Insurance Portability and Accountability Act of 1996 rules and
other newly published regulations, the states' ability to promulgate stricter
rules, and uncertainty regarding many aspects of the regulations may make
compliance with any new regulatory landscape difficult. In order to comply
with any new regulatory requirements, any prospective business we acquire may
be required to employ additional or different programs and systems, the costs
of which are unknown to us at this time. Further, compliance with any such new
regulations may lead to additional costs that we have not yet identified. We
do not know whether, or the extent to which, we would be able to recover our
costs of complying with any new regulations. Any new regulations and the
related compliance costs could have a material adverse effect on our business.


                                       17


<PAGE>
IF WE ARE UNABLE TO ATTRACT QUALIFIED HEALTHCARE PROFESSIONALS AT REASONABLE
COSTS, IT COULD LIMIT OUR ABILITY TO GROW, INCREASE OUR OPERATING COSTS AND
NEGATIVELY IMPACT OUR BUSINESS.

   We may rely significantly on our ability to attract and retain qualified
healthcare professionals who possess the skills, experience and licenses
necessary to meet the certification requirements and the requirements of the
hospitals, nursing homes and other healthcare facilities with which we may
work, as well as the requirements of applicable state and federal governing
bodies. We will compete for qualified healthcare professionals with hospitals,
nursing homes and other healthcare organizations. Currently, for example,
there is a shortage of qualified nurses in most areas of the United States.
Therefore, competition for nursing personnel is increasing, and nurses'
salaries and benefits have risen. This may also occur with respect to other
healthcare professionals on whom our business may become dependent.

   Our ability to attract and retain such qualified healthcare professionals
will depend on several factors, including our ability to provide attractive
assignments and competitive benefits and wages. We cannot assure you that we
will be successful in any of these areas. Because we may operate in a fixed
reimbursement environment, increases in the wages and benefits that we must
provide to attract and retain qualified healthcare professionals or increases
in our reliance on contract or temporary healthcare professionals could
negatively affect our revenue. We may be unable to continue to increase the
number of qualified healthcare professionals that we recruit, decreasing the
potential for growth of our business. Moreover, if we are unable to attract
and retain qualified healthcare professionals, we may have to limit the number
of clients for whom we can provide any of our prospective products or
services.

WE MAY FACE SUBSTANTIAL RISKS OF LITIGATION AS A RESULT OF OPERATING IN THE
HEALTHCARE INDUSTRY. IF WE BECOME SUBJECT TO MALPRACTICE AND RELATED LEGAL
CLAIMS, WE COULD BE REQUIRED TO PAY SIGNIFICANT DAMAGES, WHICH MAY NOT BE
COVERED BY INSURANCE.

   Litigation is a risk that each business contends with, and businesses
operating in the healthcare industry do so more than most. In recent years,
medical product companies have issued recalls of medical products, and
physicians, hospitals and other health care providers have become subject to
an increasing number of legal actions alleging malpractice, product liability
or related legal theories. Many of these actions involve large monetary claims
and significant defense costs. We intend to maintain liability insurance in
amounts that we believe will be appropriate for our prospective operations. We
also intend to maintain business interruption insurance and property damage
insurance, as well as an additional umbrella liability insurance policy.
However, this insurance coverage may not cover all claims against us.
Insurance coverage may not continue to be available at a cost allowing us to
maintain adequate levels of insurance. If one or more successful claims
against us were not covered by or exceeded the coverage of our insurance, our
financial condition could be adversely affected.

WE MAY BE DEPENDENT ON PAYMENTS FROM MEDICARE AND MEDICAID. CHANGES IN THE
RATES OR METHODS GOVERNING THESE PAYMENTS FOR OUR PROSPECTIVE PRODUCTS OR
SERVICES, OR DELAYS IN SUCH PAYMENTS, COULD ADVERSELY AFFECT OUR PROSPECTIVE
REVENUE.

   A large portion of our revenue may consist of payments from Medicare and
Medicaid programs. Because these are generally fixed payments, we would be at
risk for the cost of any products or services provided to our clients. We
cannot assure you that Medicare and Medicaid will continue to pay in the same
manner or in the same amount that they currently do. Any reductions in amounts
paid by government programs for our prospective products or services or
changes in methods or regulations governing payments would adversely affect
our potential revenue. Additionally, delays in any such payments, whether as a
result of disputes or for any other reason, would also adversely affect our
potential revenue.

IF OUR COSTS WERE TO INCREASE MORE RAPIDLY THAN FIXED PAYMENT ADJUSTMENTS WE
RECEIVE FROM MEDICARE, MEDICAID OR OTHER THIRD-PARTY PAYORS FOR ANY OF OUR
POTENTIAL PRODUCTS OR SERVICES, OUR REVENUE COULD BE NEGATIVELY IMPACTED.

   We may receive fixed payments for our prospective products or services based
on the level of service or care that we provide. Accordingly, our revenue may
be largely dependent on our ability to manage costs of

                                       18


<PAGE>
providing any products or services and to maintain a client base. We may
become susceptible to situations where our clients may require more extensive
and therefore more expensive products or services than we may be able to
profitably deliver. Although Medicare, Medicaid and certain third-party payors
currently provide for an annual adjustment of various payment rates based on
the increase or decrease of the medical care expenditure category of the
Consumer Price Index, these increases have historically been less than actual
inflation. If these annual adjustments were eliminated or reduced, or if our
costs of providing our products or services increased more than the annual
adjustment, any revenue stream we may generate would be negatively impacted.

WE MAY DEPEND ON PAYMENTS FROM THIRD-PARTY PAYORS, INCLUDING MANAGED CARE
ORGANIZATIONS. IF THESE PAYMENTS ARE REDUCED, ELIMINATED OR DELAYED, OUR
PROSPECTIVE REVENUES COULD BE ADVERSELY AFFECTED.

   We may be dependent upon private sources of payment for any of our potential
products or services. Any amounts that we may receive in payment for such
products and services may be adversely affected by market and cost factors as
well as other factors over which we have no control, including regulations and
cost containment and utilization decisions and reduced reimbursement schedules
of third-party payors. Any reductions in such payments, to the extent that we
could not recoup them elsewhere, would have a material adverse effect on our
prospective business and results of operations. Additionally, delays in any
such payments, whether as a result of disputes or for any other reason, would
have a material adverse effect on our prospective business and results of
operations.

MEDICAL REVIEWS AND AUDITS BY GOVERNMENTAL AND PRIVATE PAYORS COULD RESULT IN
MATERIAL PAYMENT RECOUPMENTS AND PAYMENT DENIALS, WHICH COULD NEGATIVELY
IMPACT OUR BUSINESS.

   Medicare fiscal intermediaries and other payors may periodically conduct
pre-payment or post-payment medical reviews or other audits of our prospective
products or services. In order to conduct these reviews, the payor would
request documentation from us and then review that documentation to determine
compliance with applicable rules and regulations, including the documentation
of any products or services that we might provide. We cannot predict whether
medical reviews or similar audits by federal or state agencies or commercial
payors of such products or services will result in material recoupments or
denials, which could have a material adverse effect on our financial condition
and results of operations.

IF THE FDA OR OTHER STATE OR FOREIGN AGENCIES IMPOSE REGULATIONS THAT AFFECT
OUR POTENTIAL PRODUCTS, OUR COSTS WILL INCREASE.

   The development, testing, production and marketing of any of our potential
products that we may manufacture, market or sell following a business
combination may be subject to regulation by the FDA as "devices" under the
1976 Medical Device Amendments to the Federal Food, Drug and Cosmetic Act.
Before a new medical device, or a new use of, or claim for, an existing
product can be marketed in the United States, it must first receive either
510(k) clearance or pre-market approval from the FDA, unless an exemption
applies. Either process can be expensive and lengthy. The FDA's 510(k)
clearance process usually takes from three to twelve months, but it can take
longer and is unpredictable. The process of obtaining pre-market approval is
much more costly and uncertain than the 510(k) clearance process and it
generally takes from one to three years, or even longer, from the time the
application is filed with the FDA.

   In the United States, medical devices must be:

   o manufactured in registered and quality approved establishments by the
     FDA; and

   o produced in accordance with the FDA Quality System Regulation ("QSR") for
     medical devices.

   As a result, we may be required to comply with QSR requirements and if we
fail to comply with these requirements, we may need to find another company to
manufacture any such devices which could delay the shipment of our potential
product to our customers.

   The FDA requires producers of medical devices to obtain FDA licensing prior
to commercialization in the United States. Testing, preparation of necessary
applications and the processing of those applications by the FDA is expensive
and time consuming. We do not know if the FDA would act favorably or quickly
in

                                       19


<PAGE>
making such reviews, and significant difficulties or costs may potentially be
encountered by us in any efforts to obtain FDA licenses. The FDA may also
place conditions on licenses that could restrict commercial applications of
such products. Product approvals may be withdrawn if compliance with
regulatory standards is not maintained or if problems occur following initial
marketing. Delays imposed by the FDA licensing process may materially reduce
the period during which we have the exclusive right to commercialize any
potential patented products. We may make modifications to any potential
devices and may make additional modifications in the future that we may
believe do not or will not require additional clearances or approvals. If the
FDA should disagree, and require new clearances or approvals for the potential
modifications, we may be required to recall and to stop marketing the
potential modified devices. We also may be subject to Medical Device Reporting
regulations, which would require us to report to the FDA if our products were
to cause or contribute to a death or serious injury, or malfunction in a way
that would likely cause or contribute to a death or serious injury. We cannot
assure you that such problems will not occur in the future.

   Additionally, our potential products may be subject to regulation by similar
agencies in other states and foreign countries. Compliance with such laws or
regulations, including any new laws or regulations in connection any potential
products developed by us, might impose additional costs on us or marketing
impediments on such products which could adversely affect our revenues and
increase our expenses. The FDA and state authorities have broad enforcement
powers. Our failure to comply with applicable regulatory requirements could
result in enforcement action by the FDA or state agencies, which may include
any of the following sanctions:

   o warning letters, fines, injunctions, consent decrees and civil penalties;

   o repair, replacement, refunds, recall or seizure of our products;

   o operating restrictions or partial suspension or total shutdown of
     production;

   o refusal of requests for 510(k) clearance or premarket approval of new
     products, new intended uses, or modifications to existing products;

   o withdrawal of 510(k) clearance or premarket approvals previously granted;
     and

   o criminal prosecution.

   If any of these events were to occur, it could harm our business.

THE FDA CAN IMPOSE CIVIL AND CRIMINAL ENFORCEMENT ACTIONS AND OTHER PENALTIES
ON US IF WE WERE TO FAIL TO COMPLY WITH STRINGENT FDA REGULATIONS.

   Medical device manufacturing facilities must maintain records, which are
available for FDA inspectors documenting that the appropriate manufacturing
procedures were followed. Should we acquire such a facility as a result of a
business combination, the FDA would have authority to conduct inspections of
such a facility. Labeling and promotional activities are also subject to
scrutiny by the FDA and, in certain instances, by the Federal Trade
Commission. Any failure by us to take satisfactory corrective action in
response to an adverse inspection or to comply with applicable FDA regulations
could result in enforcement action against us, including a public warning
letter, a shutdown of manufacturing operations, a recall of our products,
civil or criminal penalties or other sanctions. From time to time, the FDA may
modify such requirements, imposing additional or different requirements which
could require us to alter our business methods which could potentially result
in increased expenses.


                                       20


<PAGE>
                                USE OF PROCEEDS


   We estimate that the net proceeds of this offering will be as set forth in
the following table:


<TABLE>
<CAPTION>
                                              WITHOUT OVER-      OVER-ALLOTMENT
                                             ALLOTMENT OPTION   OPTION EXERCISED
                                             ----------------   ----------------
<S>                                          <C>                <C>
Gross proceeds ..........................      $72,000,000         $82,800,000
Offering expenses
 Underwriting discount (1)(2) ...........      $ 4,320,000         $ 4,968,000
 Underwriting non-accountable expense
  allowance (3)..........................      $   720,000         $   720,000
 Legal fees and expenses (including blue
  sky services and expenses).............      $   200,000         $   200,000
 Miscellaneous expenses .................      $    45,241         $    45,241
 Printing and engraving expenses ........      $    50,000         $    50,000
 Accounting fees and expenses ...........      $    25,000         $    25,000
 SEC registration fee ...................      $    17,981         $    17,981
 NASD registration fee ..................      $    15,778         $    15,778
 AMEX Listing Fees.......................      $    75,000         $    75,000
 Initial trustee's fee ..................      $     1,000         $     1,000
 D&O Insurance ..........................      $    70,000         $    70,000
Net proceeds
 Held in trust (2) ......................      $64,980,000         $74,932,000
 Not held in trust ......................      $ 1,480,000         $ 1,680,000
   Total net proceeds....................      $66,460,000         $76,612,000
Use of net proceeds not held in trust
Legal, accounting and other expenses
  attendant to the due diligence
  investigations, structuring and
  negotiation of a business combination..      $   200,000         $   200,000
Payment for administrative services and
  support ($7,500 per month for 24
  months)................................      $   180,000         $   180,000
Due diligence of prospective target
  businesses.............................      $   600,000         $   600,000
Legal and accounting fees relating to
  SEC reporting obligations..............      $    50,000         $    50,000
Working capital and reserves ............      $   450,000         $   650,000
   Total.................................      $ 1,480,000         $ 1,680,000
</TABLE>


---------------
(1) Consists of an underwriting discount of 6% of the gross proceeds of this
    Offering (including any units sold to cover overallotments).
(2) Upon consummation of a business combination, Maxim Group LLC will be paid
    an additional underwriting discount in the amount of 1% of the gross
    proceeds of this Offering (including any units sold to cover
    overallotments) out of the funds held in trust.
(3) The 1% non-accountable expense allowance is not payable with respect to the
    units sold upon exercise of the underwriters' over-allotment option.

   $64,980,000, or $74,932,000 if the underwriters' over-allotment option is
exercised in full, of the net proceeds will be placed in a trust account at JP
Morgan Chase NY Bank maintained by Continental Stock Transfer & Trust Company,
New York, New York, as trustee. The proceeds will not be released from the
trust fund until the earlier of the completion of a business combination or
our liquidation. The proceeds held in the trust fund may be used as
consideration to pay the sellers of a target business with which we ultimately
complete a business combination. Any amounts not paid as consideration to the
sellers of the target business may be used to finance operations of the target
business or to effect other acquisitions, as determined by our board of
directors at that time.

   We have agreed to pay Equity Dynamics, Inc., an affiliated third party of
which Mr. Pappajohn is the President and principal stockholder, and Mr. Kinley
a Senior Vice President, approximately $6,000 per month for office space and
certain additional general and administrative services. We have also agreed to
pay

                                       21

<PAGE>
another affiliated third party, The Lan Group, of which Dr. Schaffer is the
sole owner, approximately $1,500 per month for office space and certain
additional general and administrative services.

   John Pappajohn, our chairman and secretary, or his designees, has agreed to
purchase up to $1,000,000 of our warrants in the open market, at a price per
warrant not to exceed $1.20, within three months of such warrants being
separately tradeable. These warrants will not be sold by Mr. Pappajohn or his
designees until the consummation of a business combination. Maxim Group LLC
has also agreed to purchase up to $500,000 of our warrants in the open market
on similar terms; however, Maxim Group LLC may sell their warrants prior to
the consummation of a business combination.

   Prior to the closing of a business combination, we have agreed to obtain
keyman life insurance in the amount of $3,000,000 in the aggregate on the
lives of certain members of our management for a three year period. Based on
current estimates, the premium for such life insurance policies, of which we
will be the sole beneficiary, is expected to be approximately $5,000 per year.

   We intend to use the excess working capital (approximately $450,000) being
held in reserve in the event due diligence, legal, accounting and other
expenses of structuring and negotiating business combinations exceed our
estimates, as well as for reimbursement of any out-of-pocket expenses incurred
by our existing stockholders in connection with activities on our behalf as
described below. We expect that due diligence of prospective target businesses
will be performed by some or all of our officers and directors and may include
engaging market research firms and/or third party consultants. Our officers
and directors will not receive any compensation for their due diligence of
prospective target businesses, but would be reimbursed for any out-of-pocket
expenses (such as travel expenses) incurred in connection with such due
diligence activities. We believe that the excess working capital will be
sufficient to cover the foregoing expenses and reimbursement costs.

   It is also possible that we could use a portion of such excess working
capital to make a deposit, down payment or fund a "no-shop" provision with
respect to a particular proposed business combination, although we do not have
any current intention to do so. In the event that we were ultimately required
to forfeit such funds (whether as a result of our breach of the agreement
relating to such payment or otherwise), we may not have a sufficient amount of
working capital available outside of the trust account to conduct due
diligence and pay other expenses related to finding another suitable business
combination without securing additional financing. Thus, if we were unable to
secure additional financing, we would most likely fail to consummate a
business combination in the allotted time and would be forced to liquidate.

   To the extent that our capital stock is used in whole or in part as
consideration to effect a business combination, the proceeds held in the trust
fund as well as any other net proceeds not expended will be used to finance
the operations of the target business.

   As of the date of this prospectus,Mr. Pappajohn, Dr. Schaffer and Mr. Kinley
have loaned us a total of $250,000 which was used to pay a portion of the
expenses of this offering, such as SEC registration fees, NASD registration
fees, AMEX listing fees and legal and accounting fees and expenses. These loans
will be payable without interest on the earlier of April 28, 2006 or the
consummation of this offering. The loans will be repaid out of the net proceeds
of this offering not being placed in trust.

   The net proceeds of this offering not held in the trust fund and not
immediately required for the purposes set forth above will be invested only in
United States "government securities," defined as any Treasury Bill issued by
the United States having a maturity of one hundred and eighty days or less so
that we are not deemed to be an investment company under the Investment
Company Act. The interest income derived from investment of these net proceeds
during this period will be used to defray our general and administrative
expenses, as well as costs relating to compliance with securities laws and
regulations, including associated professional fees, until a business
combination is completed. We believe that, upon consummation of this offering,
we will have sufficient available funds to operate for at least the next 24
months, assuming that a business combination is not consummated during that
time.

   Other than the $7,500 aggregate per month general and administrative service
fees described above, no compensation of any kind (including finder's and
consulting fees) will be paid to any of our existing stockholders, or any of
their affiliates, for services rendered to us prior to or in connection with
the

                                       22

<PAGE>
consummation of the business combination. However, our existing stockholders
will receive reimbursement for any out-of-pocket expenses incurred by them in
connection with activities on our behalf, such as identifying potential target
businesses and performing due diligence on suitable business combinations.
After the consummation of a business combination, if any, to the extent our
management remains as officers of the resulting business, we anticipate that
they may enter into employment agreements, the terms of which shall be
negotiated and which we expect to be comparable to employment agreements with
other similarly-situated companies in the healthcare industry. Further, after
the consummation of a business combination, if any, to the extent our
directors remain as directors of the resulting business, we anticipate that
they will receive compensation comparable to directors at other similarly-
situated companies in the healthcare industry.

   A public stockholder will be entitled to receive funds from the trust fund
(including interest earned on his, her or its portion of the trust fund) only
in the event of our liquidation upon our failure to complete a business
combination or if that public stockholder were to seek to convert such shares
into cash in connection with a business combination which the public
stockholder voted against and which we actually consummate. In no other
circumstances will a public stockholder have any right or interest of any kind
to or in the trust fund. The term public stockholders means the holders of
common stock sold as part of the units in this offering or in the open market,
including any existing stockholders to the extent that they purchase or
acquire such shares.


                                       23

<PAGE>
                                    DILUTION


   The difference between the public offering price per share of common stock,
assuming no value is attributed to the warrants included in the units, and the
pro forma net tangible book value per share of our common stock after this
offering constitutes the dilution to investors in this offering. Net tangible
book value per share is determined by dividing our net tangible book value,
which is our total tangible assets less total liabilities (including the value
of common stock which may be converted into cash if voted against the business
combination), by the number of outstanding shares of our common stock.

   At April 30, 2005, our net tangible book value was a deficiency of
$(90,753), or approximately $(0.04) per share of common stock. After giving
effect to the sale of 9,000,000 shares of common stock included in the units,
the receipt of an additional $75,000 from certain of our initial stockholders
subsequent to April 30, 2005 in the form of non-interest bearing notes payable
upon the earlier of April 28, 2006 or the consummation of this offering and the
deduction of underwriting discounts and estimated expenses of this offering, our
pro forma net tangible book value (as decreased by the value of 1,799,100 shares
of common stock which may be converted into cash) at April 30, 2005 would have
been $53,567,998 or $5.67 per share, representing an immediate increase in net
tangible book value of $5.71 per share to the existing stockholders and an
immediate dilution of $2.33 per share or 29% to new investors not exercising
their conversion rights.

   The following table illustrates the dilution to the new investors on a per-
share basis, assuming no value is attributed to the warrants included in the
units:



<TABLE>
<CAPTION>
    <S>                                                                <C>
    Public offering price                                              $ 8.00
      Net tangible book value before this offering                     $(0.04)
      Increase attributable to new investors                           $ 5.71
    Pro forma net tangible book value after this offering              $ 5.67
    Dilution to new investors                                          $ 2.33
</TABLE>


   Our pro forma net tangible book value after this offering has been reduced
by approximately $12,989,502 because if we effect a business combination, the
conversion rights to the public stockholders may result in the conversion into
cash of up to approximately 19.99% of the aggregate number of the shares sold
in this offering at a per-share conversion price equal to the amount in the
trust fund calculated as of two business days prior to the consummation of the
proposed business combination, inclusive of any interest, divided by the
number of shares sold in this offering.


   The following table sets forth information with respect to our existing
stockholders and the new investors:



<TABLE>
<CAPTION>
                                                SHARES PURCHASED          TOTAL CONSIDERATION
                                                ----------------          -------------------      AVERAGE PRICE
                                              NUMBER     PERCENTAGE       AMOUNT      PERCENTAGE     PER SHARE
                                            ----------   ----------    -----------    ----------   -------------
<S>                                         <C>          <C>           <C>            <C>          <C>
Existing stockholders...................     2,250,000       20.0%     $    25,000       0.001%       $0.0111
New investors (1).......................     9,000,000       80.0%     $72,000,000      99.999%       $  8.00
                                            ----------   ----------    -----------    ----------
                                            11,250,000      100.0%     $72,025,000        100%
</TABLE>


---------------
(1) Assumes the sale of 9,000,000 units in this offering, but not the exercise
    of 9,000,000 warrants to purchase shares of our common stock sold as part of
    such units.


                                       24

<PAGE>
                                 CAPITALIZATION


   The following table sets forth our capitalization at April 30, 2005 and as
adjusted to give effect to the sale of our units, the receipt of an additional
$75,000 from certain of our initial stockholders subsequent to April 30, 2005 in
the form of non-interest bearing notes payable upon the earlier of April 28,
2006 or the consummation of this offering and the application of the estimated
net proceeds derived from the sale of our units:


<TABLE>
<CAPTION>
                                                              APRIL 30, 2005
                                                              --------------
                                                                          AS
                                                           ACTUAL      ADJUSTED
                                                          --------   -----------
<S>                                                       <C>        <C>
Notes payable, existing stockholders (1) .............    $175,000            --
Common stock, $.0001 par value, -0- and 1,799,100
  shares which are subject to possible conversion,
  shares at conversion value (2)......................    $     --   $12,989,502
Stockholders' equity:
 Preferred stock, $.0001 par value, 1,000,000 shares
  authorized; none issued or outstanding..............    $     --            --
 Common stock, $.0001 par value, 100,000,000 shares
  authorized; 2,250,000 shares issued and outstanding;
  9,450,900 shares issued and outstanding (excluding
  1,799,100 shares subject to possible conversion), as
  adjusted (3)........................................    $    150   $       945
 Additional paid-in capital                               $ 24,850   $53,569,628
 Deficit accumulated during the development stage (3)     $ (2,500)  $    (2,575)
   Total stockholders' equity.........................    $ 22,500   $53,567,998
   Total capitalization...............................    $197,500   $66,557,500
</TABLE>


---------------
(1) Notes payable, existing stockholders, are payable on the earlier of
    April 28, 2006 or the consummation of this offering.
(2) If we consummate a business combination, the conversion rights afforded to
    our public stockholders may result in the conversion into cash
    (approximately $12,989,502) of up to approximately 19.99% of the aggregate
    number of shares (approximately 1,799,100 shares) sold in this offering at
    a per-share conversion price equal to the amount in the trust fund ($7.22
    per share), inclusive of any interest thereon, as of two business days
    prior to the proposed consummation of a business combination divided by the
    number of shares sold in this offering.
(3) As adjusted to include the effect of a .333333 to 1 stock dividend paid on
    July 8, 2005 as well as a .125 to 1 stock dividend paid on July 22, 2005.



                                       25

<PAGE>

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


   We were formed on April 25, 2005, to serve as a vehicle to acquire one or
more domestic or international assets or an operating business in the
healthcare industry, through a merger, capital stock exchange, asset
acquisition or other similar business combination. We intend to utilize cash
derived from the proceeds of this offering, our capital stock, debt or a
combination of cash, capital stock and debt, in effecting a business
combination. The issuance of additional shares of our capital stock:

   o may significantly reduce the equity interest of our stockholders;

   o 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 may
     also result in the resignation or removal of one or more of our present
     officers and directors; and

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

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

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

   o acceleration of our obligations to repay the indebtedness even if we have
     made all principal and interest payments when due if the debt security
     contained covenants that required the maintenance of certain financial
     ratios or reserves and any such covenant were breached without a waiver
     or renegotiation of that covenant;

   o our immediate payment of all principal and accrued interest, if any, if
     the debt security was payable on demand; and

   o our inability to obtain additional financing, if necessary, if the debt
     security contained covenants restricting our ability to obtain additional
     financing while such security was outstanding.

   We have neither engaged in any operations nor generated any revenues to
date. Our entire activity since inception has been to prepare for our proposed
fundraising through an offering of our equity securities.

   We estimate that the net proceeds from the sale of the units, after
deducting offering expenses of approximately $1,220,000, including $720,000
evidencing the underwriters' non-accountable expense allowance of 1% of the
gross proceeds, and underwriting discounts of approximately $4,320,000 (or
$4,968,000 if the underwriters' over-allotment option is exercised in full),
will be approximately $66,460,000 (or $76,612,000 if the underwriters' over-
allotment option is exercised in full). Of this amount, $64,980,000, or
$74,932,000 if the underwriters' over-allotment option is exercised in full,
will be held in trust and the remaining $1,480,000 (or $1,680,000 if the
underwriters' over-allotment option is exercised in full) will not be held in
trust. We will use substantially all of the net proceeds of this offering to
acquire a target business, including identifying and evaluating prospective
acquisition candidates, selecting the target business, and structuring,
negotiating and consummating the business combination. To the extent that our
capital stock is used in whole or in part as consideration to effect a
business combination, the proceeds held in the trust fund as well as any other
net proceeds not expended will be used to finance the operations of the target
business. We believe that, upon consummation of this offering, the funds
available to us outside of the trust fund will be sufficient to allow us to
operate for at least the next 24 months, assuming that a business combination
is not consummated during that time. Over this time period, we anticipate
approximately $200,000 of expenses for legal, accounting and other expenses
attendant to the due diligence investigations, structuring and negotiating of
a business combination, $180,000 for administrative services and support
payable to affiliated third parties (up to $7500 per month for 24 months),
$600,000 of expenses for the due diligence and investigation of a target
business, $50,000 of expenses in legal and accounting fees relating to our SEC
reporting obligations and $450,000 for general working capital that will be
used for miscellaneous expenses and reserves. We do not believe we will need
to raise additional funds following this offering in order to meet the
expenditures required for operating our business. However, we may need to
raise additional funds

                                       26

<PAGE>

through a private offering of debt or equity securities if such funds are
required to consummate a business combination that is presented to us. We
would only consummate such a fund raising simultaneously with the consummation
of a business combination.

   As of the date of this prospectus, Mr. Pappajohn, Dr. Schaffer and Mr. Kinley
have loaned us a total of $250,000 which was used to pay a portion of the
expenses of this offering, such as SEC registration fees, NASD registration
fees, AMEX listing fees and legal and accounting fees and expenses. These loans
will be payable without interest on the earlier of April 28, 2006 or the
consummation of this offering. The loans will be repaid out of the net proceeds
of this offering not being placed in trust.

We have granted a purchase option to Maxim Group LLC to be issued upon the
closing of this offering. If the offering does not close, the purchase option
will not be issued. Based on Emerging Issues Task Force 00-19, Accounting for
Derivative Financial Instruments Indexed to, and Potentially Settle in, a
Company's Own Stock, the purchase option will initially be measured at fair
value and reported in permanent equity, and subsequent changes in fair value
will not be recognized as long as the purchase option continues to be classified
as an equity instrument. Accordingly, there will be no net impact on our
financial position or results of operations except for recording of the $100
proceeds from sale. We estimate that the fair value of the purchase option at
the date of issue will be approximately $3.79 per share or approximately
$852,750 in the aggregate. If we do not consummate a business combination
within the prescribed time period and we liquidate, the purchase option will
become worthless.


                                       27


<PAGE>
                               PROPOSED BUSINESS

INTRODUCTION

   We are a blank check company organized under the laws of the State of
Delaware on April 25, 2005 and formed to serve as a vehicle for the
acquisition of one or more domestic or international assets or an operating
business in the healthcare industry. We do not have any specific merger,
capital stock exchange, asset acquisition or other business combination under
consideration or contemplation and we have not, nor has anyone on our behalf,
contacted any potential target business or had any discussions, formal or
otherwise, with respect to such a transaction.

OVERVIEW

   The healthcare industry constitutes one of the largest segments of the
United States economy. According to the Centers for Medicare and Medicaid
Services, or CMS, healthcare expenditures have increased from $245.8 billion
in 1980 to a forecasted $1.9 trillion in 2005, representing a Compound Annual
Growth Rate, or CAGR, of 9%. Further, in 2003, approximately 64% of total
healthcare expenditures were spent on the following categories: hospital care
(31%), physician and clinical services (23%) and prescription drugs (10%). In
2003, healthcare expenditures totaled $1.7 trillion (or $5,800 per American)
and accounted for 15.3% of Gross Domestic Product, or GDP, which outpaced
overall economic growth by 3%. In the future, national health expenditures are
projected to reach $3.6 trillion by 2014, representing a CAGR of 7.4% over the
next ten years. Health spending is projected to reach 18.7% of GDP by 2014.

   Funding for healthcare comes from public and private sources. Medicaid and
Medicare programs were created in the mid 1960's. Medicare focuses on elderly
coverage (over 65 years old) and the disabled of any age. Medicaid provides
coverage for the poor and indigent population and is jointly funded by the
Federal and State governments. In 2002, according to CMS, roughly 34% of
healthcare payments came from Medicaid and Medicare. Private health insurance
supports roughly 35% of total costs. As healthcare costs rise, the private
sector is responding by shifting more of the cost of healthcare to employees
by paying a smaller percent of healthcare premiums. The employee, usually in
the form of a payroll deduction, must pay the amount of the premium not funded
by the employer. However, according to the U.S. Census Bureau, approximately
40 million Americans were uninsured in 2003.

   Our management believes that, as a result of continued growth, there will be
numerous acquisition targets within the healthcare sector. Our management
believes that this growth will be driven by the following factors:

   o EXPANDING AND AGING POPULATION. According to U.S. Census Bureau
     estimates, in 2005 the American population is approximately 296 million
     and growing. Simultaneously, we are witnessing the "graying of America",
     whereby the elderly population is increasing more rapidly than the rest
     of the population and represents the largest users of healthcare
     services. According to the U.S. Census Bureau, approximately 12% of the
     U.S. population was over-65 in 2003 and was forecasted to account for
     roughly 20% of the population by 2030. By 2010, the number of people in
     the United States between the ages of 40 and 60 is expected to grow from
     roughly 58 million to more than 64 million.

   o EVOLVING MEDICAL TREATMENTS. Advances in technology have favorably
     impacted the development of new medical devices and treatments/therapies.
     The products are generally more effective and easier-to-use. Some of
     these breakthroughs have reduced hospital stays, costs and recovery
     periods. The continued advancement of technological breakthroughs should
     continue to boost services administered by healthcare providers.

   o INCREASED CONSUMER AWARENESS. In recent years, the publicity associated
     with new technological advances and new medical therapies has increased
     the number of patients visiting healthcare professionals to seek
     treatment for new and innovative therapies. Simultaneously, consumers
     have become more vocal due to rising costs and reduced access to
     physicians. Lastly, the rise in cosmetic procedures has emerged as one of
     the fastest growing healthcare segments. Since many cosmetic procedures
     require out-of-pocket expenditures, this rise may reflect a growing
     willingness by

                                       28


<PAGE>
     consumers to pay for certain procedures out of their discretionary funds.
     We believe that more active and aware consumers will continue to
     stimulate a wide variety of healthcare segments.

   o ACCESS TO CAPITAL. The venture capital community has traditionally
     embraced healthcare companies. Capital investments have allowed entities
     to grow and expand via consolidation or organic growth. Therefore, we
     believe there are many mature companies that may potentially serve as
     platforms for future acquisitions and growth. According to Dow Jones
     VentureSource, 2,142 healthcare companies raised venture capital
     financing rounds from 2001-2004. In that time period, 66 venture-backed
     healthcare companies completed initial public offerings and 194 venture-
     backed healthcare companies were acquired via merger and acquisition.

   Although we may consider a target business in any segment of the healthcare
industry, we intend to concentrate our search for an acquisition candidate in
the following segments:

   o healthcare services;

   o healthcare information technology;

   o healthcare facilities; and

   o medical devices and products.

OUR MANAGEMENT TEAM

   Mr. Pappajohn, our chairman and secretary, has been an active private equity
investor in healthcare companies for more than 30 years and has served as a
director of more than 40 public companies. Mr. Pappajohn has been a founder in
several public healthcare companies such as Caremark Rx, Inc., Quantum Health
Resources and Radiologix, Inc. Mr. Pappajohn and Dr. Schaffer, our vice
chairman and chief executive officer, have worked together for more than
fifteen years on a variety of healthcare companies and have co-founded Allion
Healthcare, Inc, Patient Infosystems, Inc. and Radiologix all of which are
public companies. In addition, Mr. Pappajohn and Dr. Schaffer have worked
together on many private healthcare companies, such as Logisticare, Inc. and
Source Medical Corporation.

   Dr. Schaffer serves as a director of Allion Healthcare and Patient
InfoSystems. He has served as chairman of several healthcare companies,
including Radiologix when it was private. He has been an active co-investor
and co-founder of companies with Mr. Pappajohn for more than fifteen years.
Dr. Schaffer has also served as a director on many healthcare boards,
including several health systems and more than ten healthcare services and
technology companies. Dr. Schaffer is also currently a Clinical Professor of
Radiology at Weill Cornell Medical College.

   Mr. Kinley, our president and treasurer, has been involved in the financing
and development of more than twenty companies with Mr. Pappajohn in the past
ten years. Mr. Kinley has worked with Dr. Schaffer for more than ten years on
healthcare services and technology companies. Mr. Kinley has also held various
positions at KPMG Peat Marwick, working on tax, audit and merger and
acquisition issues.

EFFECTING A BUSINESS COMBINATION

 General

   We are not presently engaged in, and we will not engage in, any substantive
commercial business for an indefinite period of time following this offering.
We intend to utilize cash derived from the proceeds of this offering, our
capital stock, debt or a combination of these in effecting a business
combination. Although substantially all of the net proceeds of this offering
are intended to be generally applied toward effecting a business combination
as described in this prospectus, the proceeds are not otherwise being
designated for any more specific purposes. Accordingly, prospective investors
will invest in us without an opportunity to evaluate the specific merits or
risks of any one or more business combinations. A business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital but which desires to establish a public trading
market for its shares, while avoiding what it may deem to be adverse
consequences of undertaking a public offering itself. These include time
delays, significant expense,

                                       29


<PAGE>
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 business
combinations with more than one target business, we will probably have the
ability, as a result of our limited resources, to effect only a single
business combination.

 We have not identified a target business

   To date, we have not selected any target business on which to concentrate
our search for a business combination. None of our officers, directors,
promoters or other affiliates have had any preliminary contact or discussions
on our behalf with representatives of any prospective target business
regarding the possibility of a potential merger, capital stock exchange, asset
acquisition or other similar business combination with us. Other than
reviewing several industry reports, including those published by CMS, in order
to define the healthcare industry, neither we nor any of our agents or
affiliates has yet taken any measure, directly or indirectly, to locate a
target business. Finally, we note that there has been no diligence,
discussions, negotiations and/or other similar activities undertaken, directly
or indirectly, by us, our affiliates or representatives, or by any third
party, with respect to a business combination transaction with us.

   Subject to the limitation that a target business have 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 will have virtually unrestricted flexibility in
identifying and selecting a prospective acquisition candidate. Accordingly,
there is no basis for investors in this offering to 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
financially unstable company or an entity in its early stage of 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 financially unstable and early stage or potential emerging growth
companies. 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

   We anticipate that target business candidates will 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, who may
present solicited or unsolicited proposals. Our officers and directors as well
as their affiliates may also bring to our attention target business
candidates. While we do not presently anticipate engaging the services of
professional firms that specialize in business acquisitions on any formal
basis, we may engage these firms in the future, in which event we may pay a
finder's fee or other compensation. In no event, however, will we pay any of
our existing officers, directors or stockholders or any entity with which they
are affiliated any finder's fee or other compensation for services rendered to
us prior to or in connection with the consummation of a business combination.
We will not enter into any business combinations with any affiliates of our
initial stockholders, officers or directors.

 Selection of a target business and structuring of a business combination

   Subject to the requirement that our initial business combination must be
with a target business with a fair market value that is at least 80% of our
net assets at the time of such acquisition, our management will have virtually
unrestricted flexibility in identifying and selecting a prospective target
business. In evaluating a prospective target business, (including any such
target business that may have international operations or assets) our
management will consider, among other factors, the following:

   o financial condition and results of operation;

   o growth potential;

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

   o capital requirements;

                                       30


<PAGE>
   o competitive position;

   o barriers to entry into other industries;

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

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

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

   o regulatory environment of the industry; and

   o 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 in effecting a business combination consistent with our
business objective. In evaluating a prospective target business, we will
conduct an extensive due diligence review which will encompass, among other
things, meetings with incumbent management, where applicable, and inspection
of facilities, as well as review of financial and other information which will
be made available to us.

   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 capital available to otherwise complete a business
combination. While we may pay fees or compensation to third parties for their
efforts in introducing us to a potential target business, in no event,
however, will we pay any of our existing officers, directors or stockholders
or any entity with which they are affiliated any finder's fee or other
compensation for services rendered to us prior to or in connection with the
consummation of a business combination, other than the $7,500 payable monthly
in the aggregate to Equity Dynamics, Inc. and The Lan Group for office space
and certain general and administrative services. In addition, none of our
officers, directors, special advisors or existing stockholders will receive
any finder's fee, consulting fees or any similar fees from any person or
entity in connection with any business combination involving us other than any
compensation or fees that may be received for any services provided following
such business combination.

 Fair Market Value of Target Business

   The initial 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. The
fair market value of such 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 and cash flow and book value. 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 which is a member of the
National Association of Securities Dealers, Inc. with respect to the
satisfaction of such criteria. 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 it.
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 has sufficient fair market value.

 Probable lack of business diversification

   While we may seek to effect business combinations with more than one target
business, our initial business combination must be with a target business
which satisfies the minimum valuation standard at the time of such
acquisition, as discussed above. Consequently, it is probable that we will
have the ability to effect only a single business combination. Accordingly,
the prospects for our ability to execute any potential business plan may be
entirely dependent upon the future performance of a single business. Unlike
other entities which may have the resources to complete several business
combinations of entities operating in


                                       31

<PAGE>
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:

   o 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

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

   Additionally, since our business combination may entail the simultaneous
acquisitions of several assets or operating businesses at the same time and
may be with different sellers, we will need to convince such sellers to agree
that the purchase of their assets or closely related businesses is contingent
upon the simultaneous closings of the other acquisitions.

 Limited ability to evaluate the target business' management

   Although we expect most of our management and other key personnel,
particularly our chairman of the board, chief executive officer and president,
to remain associated with us following a business combination, they may be
involved in different capacities than at present, and we may employ other
personnel following the business combination. Although we intend to closely
scrutinize such individuals, we cannot assure you that our assessment will
prove to be correct. In addition, we cannot assure you that new members that
join our management following a business combination will have the necessary
skills, qualifications or abilities to help manage a public company.

 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 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,
which, among other matters, will include a description of the operations of
the target business and certain required financial information regarding the
business.

   In connection with the vote required for any business combination, all of
our existing stockholders, including all of our officers and directors, have
agreed to vote their respective shares of common stock owned by them
immediately prior to this offering in accordance with the majority of the
shares of common stock voted by the public stockholders. This voting
arrangement shall not apply to shares included in units purchased in this
offering, if any, or purchased following this offering in the open market by
any of our existing stockholders, officers and directors, and with respect to
shares so acquired by existing stockholders, the existing stockholders may
vote against a proposed business combination and exercise their conversion
rights in the event that the business combination transaction is approved.. 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 less than 20% of the
shares sold in this offering exercise their conversion rights. Voting against
the business combination alone will not result in conversion of a
stockholder's shares into a pro rata share of the trust fund. Such stockholder
must have also exercised its conversion rights described below.

 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.
The actual per-share conversion price will be equal to the amount in the trust
fund, inclusive of any interest (calculated as of two business days prior to
the consummation of the proposed business combination), divided by the number
of shares sold in this offering. Without taking into any account interest
earned on the trust fund, the


                                       32

<PAGE>

initial per-share conversion price would be $7.22 or $0.78 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 meeting. 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 stock into their
share of the trust fund still have the right to exercise the warrants that
they received as part of the units. We will not complete any business
combination if public stockholders, owning 20% or more of the shares sold in
this offering, exercise their conversion rights.

   Because the initial per share conversion price is $7.22 per share (plus any
interest), which is lower than the $8.00 per unit price paid in the offering
and, which may be lower than the market price of the common stock on the date
of the conversion, there may be a disincentive on the part of public
stockholders to exercise their conversion rights. The term public stockholders
means the holders of common stock sold as part of the units in this offering
or in the open market, including any existing stockholders to the extent that
they purchase or acquire such shares.

 Liquidation if no business combination

   If we do not complete a business combination within 18 months after the
consummation of this offering, or within 24 months if the extension criteria
described below have been satisfied, we will be dissolved and 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 fund, inclusive
of any interest, plus any remaining net assets. Our existing stockholders have
waived their rights to participate in any liquidation distribution with
respect to shares of common stock owned by them immediately prior to this
offering. There will be no distribution from the trust fund with respect to
our warrants, which will expire worthless.

   If we were to expend all of the net proceeds of this offering, other than
the proceeds deposited in the trust fund, and without taking into account
interest, if any, earned on the trust fund, the initial per-share liquidation
price would be $7.22 or $0.78 less than the per-unit offering price of $8.00.
The proceeds deposited in the trust fund could, however, become subject to the
claims of our creditors which could be prior to the claims of our public
stockholders. We cannot assure you that the actual per-share liquidation price
will not be less than $7.22, plus interest, due to claims of creditors. Our
chairman and all of our executive officers have agreed pursuant to agreements
with us and Maxim Group LLC that, if we distribute the proceeds held in trust
to our public stockholders, they will be personally liable under certain
circumstances (for example, if a vendor does not waive any rights or claims to
the trust fund) to pay debts and obligations to vendors or other entities that
are owed money by us for services rendered or products sold to us in excess of
the net proceeds of this offering not held in the trust account, to the extent
necessary to ensure that such claims do not reduce the amount in the trust
account. We cannot assure you, however, that they would be able to satisfy
those obligations.

   If we enter into either a letter of intent, an agreement in principle or a
definitive agreement to complete a business combination prior to the
expiration of 18 months after the consummation of this offering, but are
unable to complete the business combination within the 18-month period, then
we will have an additional six months in which to complete the business
combination contemplated by the letter of intent, agreement in principle or
definitive agreement. If we are unable to do so by the expiration of the 24-
month period from the consummation of this offering, we will then liquidate.
Upon notice from us, the trustee of the trust fund will commence liquidating
the investments constituting the trust fund and will turn over the proceeds to
our transfer agent for distribution to our public stockholders. We anticipate
that our instruction to the trustee would be given promptly after the
expiration of the applicable 18-month or 24-month period.

   Our public stockholders shall be entitled to receive funds from the trust
fund only in the event of our liquidation or if the stockholders seek to
convert their respective shares into cash upon a business combination which
the stockholder voted against and which is actually completed by us. In no
other

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<PAGE>

circumstances shall a stockholder have any right or interest of any kind to or
in the trust fund. Voting against the business combination alone will not
result in conversion of a stockholder's shares into a pro rata share of the
trust fund. Such stockholder must have also exercised its conversion rights
described above.

COMPETITION FOR TARGET BUSINESSES

   In identifying, evaluating and selecting a target business, we may encounter
intense competition from other entities having a business objective similar to
ours. 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 are numerous potential target businesses that we could acquire with the
net proceeds of this 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:

   o our obligation to seek stockholder approval of a business combination or
     obtain the necessary financial information to be included in the proxy
     statement to be sent to stockholders in connection with such business
     combination may delay or prevent the completion of a transaction;

   o our obligation to convert into cash shares of common stock held by our
     public stockholders in certain instances may reduce the resources
     available to us for a business combination;

   o our outstanding warrants and options, and the future dilution they
     potentially represent, may not be viewed favorably by certain target
     businesses; and

   o the requirement to acquire assets or an operating business that has a
     fair market value equal to at least 80% of our net assets at the time of
     the acquisition could require us to acquire several assets or closely
     related operating businesses at the same time, all of which sales would
     be contingent on the closings of the other sales, which could make it
     more difficult to consummate the business combination.

   Additionally, we face competition from other blank-check companies which
have formed recently, a number of which may consummate a business combination
in any industry they choose. We may therefore be subject to competition from
these companies, which are seeking to consummate a business plan similar to
ours and which will, as a result, increase demand for privately-held companies
to combine with companies structured similarly to ours. Further, the fact that
only one of such companies has completed a business combination and three of
such companies have entered into a definitive agreement for a business
combination may be an indication that there are only a limited number of
attractive target businesses available to such entities or that many
privately-held target businesses may not be inclined to enter into business
combinations with publicly held blank check companies like us.

   Any of these factors may place us at a competitive disadvantage in
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 us in acquiring a target
business with significant growth potential on favorable terms.

   If we effect 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 executive offices at 2116 Financial Center, 666 Walnut
Street, Des Moines, Iowa 50309. We have agreed to pay Equity Dynamics, Inc.,
an affiliated third party of which Mr. Pappajohn is the President and
principal stockholder, and Mr. Kinley a Senior Vice President, approximately
$6,000 per month for office space (located at our executive offices) and
certain additional general and administrative services, such as an allocable
share of receptionist, secretarial and general office services. These offices
consist of

                                       34


<PAGE>
approximately 2,570 square feet of office space. We have also agreed to pay
another affiliated third party, The Lan Group, of which Dr. Schaffer is the
sole owner, approximately $1,500 per month for office space (located in
Rochester, New York) and certain additional general and administrative
services, such as an allocable share of receptionist, secretarial and general
office services.

   We consider our current office space adequate for our current operations.

EMPLOYEES

   We have three officers, all of whom are also members of our board of
directors. These individuals are not obligated to contribute any specific
number of hours per week 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 the availability of suitable target businesses to
investigate, although we expect such individuals to devote an average of
approximately ten hours per week to our business. 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
Exchange Act of 1934, as amended, and have reporting obligations, including
the requirement that we file annual and quarterly reports with the SEC. In
accordance with the requirements of the Securities Exchange Act of 1934, our
annual reports will contain financial statements audited and reported on by
our independent accountants.

   We will not acquire an operating business in the healthcare industry if
audited financial statements based on United States generally accepted
accounting principles cannot be obtained for such target business.
Alternatively, we will not acquire assets if the financial information called
for by applicable law cannot be obtained for such assets. Additionally, our
management will provide stockholders with the foregoing financial information
as part of the proxy solicitation materials sent to stockholders to assist
them in assessing each specific target business or assets we seek to acquire.
Our management believes that the requirement of having available financial
information for the target business or assets may limit the pool of potential
target businesses or assets available for acquisition.

LEGAL PROCEEDINGS

   To the knowledge of our management, there is no litigation currently pending
or contemplated against us or any of our officers or directors in their
capacity as such.


                                       35


<PAGE>
COMPARISON TO OFFERINGS OF BLANK CHECK COMPANIES

   The following table compares and contrasts the terms of our offering and the
terms of an offering of blank check companies under Rule 419 promulgated by
the SEC assuming that the gross proceeds, underwriting discounts and
underwriting expenses for the Rule 419 offering are the same as this offering
and that the underwriters will not exercise their over-allotment option. None
of the terms of a Rule 419 offering will apply to this offering.


<TABLE>
<CAPTION>
<S>                          <C>                                                 <C>
                                         TERMS OF OUR OFFERING                          TERMS UNDER A RULE 419 OFFERING
                                         ---------------------                          -------------------------------
ESCROW OF OFFERING           $64,980,000 of the net offering proceeds will       $60,264,000 would be required to be deposited
PROCEEDS                     be deposited into a trust account at JP Morgan      into either an escrow account with an insured
                             Chase NY Bank maintained by Continental Stock       depositary institution or in a separate bank
                             Transfer & Trust Company.                           account established by a broker-dealer in
                                                                                 which the broker-dealer acts as trustee for
                                                                                 persons having the beneficial interests in the
                                                                                 account.

INVESTMENT OF NET            The $64,980,000 of net offering proceeds held       Proceeds could be invested only in specified
PROCEEDS                     in trust will only be invested in U.S.              securities such as a money market fund meeting
                             "government securities," defined as any             conditions of the Investment Company Act of
                             Treasury Bill issued by the United States           1940 or in securities that are direct
                             having a maturity of one hundred and eighty         obligations of, or obligations guaranteed as
                             days or less.                                       to principal or interest by, the United
                                                                                 States.

LIMITATION ON FAIR VALUE     The initial target business that we acquire         We would be restricted from acquiring a target
OR NET ASSETS OF TARGET      must have a fair market value equal to at           business unless the fair value of such
BUSINESS                     least 80% of our net assets at the time of          business or net assets to be acquired
                             such acquisition.                                   represent at least 80% of the maximum offering
                                                                                 proceeds.

TRADING OF SECURITIES        The units shall commence trading on or              No trading of the units or the underlying
ISSUED                       promptly after the date of this prospectus.         common stock and warrants would be permitted
                             The common stock and warrants comprising the        until the completion of a business
                             units shall begin to trade separately on the        combination. During this period, the
                             90th day after the date of this prospectus          securities would be held in the escrow or
                             unless Maxim Group LLC informs us of its            trust account.
                             decision to allow earlier separate trading,       
                             provided we have filed with the SEC a Current     
                             Report on Form 8-K, which includes an audited     
                             balance sheet reflecting our receipt of the       
                             proceeds of this offering, including any          
                             proceeds we receive from the exercise of the      
                             over-allotment option, if such option is          
                             exercised prior to the filing of the Form 8-K.    
                             Thereafter the units will no longer trade.        
</TABLE>
                                                                     


                                       36


<PAGE>


<TABLE>
<CAPTION>
<S>                          <C>                                                 <C>
                                         TERMS OF OUR OFFERING                          TERMS UNDER A RULE 419 OFFERING
                                         ---------------------                          -------------------------------
EXERCISE OF THE WARRANTS     The warrants cannot be exercised until the          The warrants could be exercised prior to the
                             later of the completion of a business               completion of a business combination, but
                             combination or one year from the date of this       securities received and cash paid in
                             prospectus and, accordingly, will only be           connection with the exercise would be
                             exercised after the trust fund has been             deposited in the escrow or trust account.
                             terminated and distributed. 

ELECTION TO REMAIN AN        We will give our stockholders the opportunity       A prospectus containing information required
INVESTOR                     to vote on the business combination. In             by the SEC would be sent to each investor.
                             connection with seeking stockholder approval,       Each investor would be given the opportunity
                             we will send each stockholder a proxy               to notify the company, in writing, within a
                             statement containing information required by        period of no less than 20 business days and no
                             the SEC. A stockholder following the                more than 45 business days from the effective
                             procedures described in this prospectus is          date of the post-effective amendment, to
                             given the right to convert his or her shares        decide whether he or she elects to remain a
                             into his or her pro rata share of the trust         stockholder of the company or require the
                             fund. However, a stockholder who does not           return of his or her investment. If the
                             follow these procedures or a stockholder who        company has not received the notification by
                             does not take any action would not be entitled      the end of the 45th business day, funds and
                             to the return of any funds.                         interest or dividends, if any, held in the
                                                                                 trust or escrow account would automatically be
                                                                                 returned to the stockholder. Unless a
                                                                                 sufficient number of investors elect to remain
                                                                                 investors, all of the deposited funds in the
                                                                                 escrow account must be returned to all
                                                                                 investors and none of the securities will be
                                                                                 issued.

BUSINESS COMBINATION         A business combination must occur within 18         If an acquisition has not been consummated
DEADLINE                     months after the consummation of this offering      within 18 months after the effective date of
                             or within 24 months after the consummation of       the initial registration statement, funds held
                             this offering if a letter of intent or              in the trust or escrow account would be
                             definitive agreement relating to a prospective      returned to investors.
                             business combination was entered into prior to   
                             the end of the 18-month period.                  

RELEASE OF FUNDS             The proceeds held in the trust account will         The proceeds held in the escrow account would
                             not be released until the earlier of the            not be released until the earlier of the
                             completion of a business combination or our         completion of a business combination or the
                             liquidation upon our failure to effect a            failure to effect a business combination
                             business combination within the allotted time.      within the allotted time.
</TABLE>
                                                                    


                                       37

<PAGE>
                                   MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

   Our current directors and executive officers are as follows:


<TABLE>
<CAPTION>
                        NAME                              AGE                   POSITION
                         ----                             ---                   --------
<S>                                                    <C>          <C>
John Pappajohn .....................................       76       Chairman and Secretary
Derace L. Schaffer, M.D. ...........................       57       Vice-Chairman and Chief Executive Officer
Matthew P. Kinley ..................................       37       President, Treasurer and Director
Edward B. Berger ...................................       76       Director
Wayne A. Schellhammer ..............................       52       Director
</TABLE>



   JOHN PAPPAJOHN has served as our chairman and secretary since April 2005.
Since 1969, Mr. Pappajohn has been the President and principal stockholder of
Equity Dynamics, Inc., a financial consulting firm, and the sole owner of
Pappajohn Capital Resources, a venture capital firm. He also serves as a
director of the following public companies: Allion Healthcare, Inc., MC
Informatics, Inc., PACE Health Management Systems, Inc. and Patient
InfoSystems, Inc. Mr. Pappajohn has been an active private equity investor in
healthcare companies for more than 30 years and has served as a director of
more than 40 public companies. Mr. Pappajohn has been a founder in several
public healthcare companies such as Caremark Rx, Inc., Quantum Health
Resources, and Radiologix, Inc. Mr. Pappajohn and Dr. Schaffer have worked
together for more than fifteen years on a variety of healthcare companies, and
they have co-founded Allion Healthcare, Inc., Patient Infosystems, Inc., and
Radiologix, Inc., all of which are public companies. In addition, Mr. Pappajohn
and Dr. Schaffer have worked together on many private healthcare companies,
such as Logisticare, Inc. and Source Medical Corporation. Mr. Pappajohn
received his B.S.C. from the University of Iowa.

   DERACE L. SCHAFFER, M.D. has served as our vice chairman and chief executive
officer since April 2005. Dr. Schaffer is the founder and CEO of The Lan
Group, a venture capital firm specializing in healthcare and high technology
investments. He serves as a director of Allion Healthcare, Inc. and Patient
InfoSystems, Inc., both public companies. He has served as chairman of several
healthcare companies including, Radiologix, Inc when it was private. He has
been an active co-investor with Mr. Pappajohn for more than fifteen years on a
variety of healthcare companies, and they have co-founded Allion Healthcare,
Patient Infosystems and Radiologix, all of which are public companies. In
addition, Mr. Pappajohn and Dr. Schaffer have worked together on many private
healthcare companies, such as Logisticare, Inc. and Source Medical
Corporation. Dr. Schaffer served as chief executive officer and chairman of
the board of Ide Imaging Group, P.C. from 1980 to 2001. Dr. Schaffer has
served as a director on many healthcare boards of directors including several
health systems and more than ten healthcare services and technology companies.
Dr. Schaffer received his postgraduate radiology training at Harvard Medical
School and Massachusetts General Hospital, where he served as Chief Resident.
Dr. Schaffer is currently also a Clinical Professor of Radiology at Weill
Cornell Medical College.

   MATTHEW P. KINLEY has served as our president, treasurer and a director
since April 2005. Since 1995, he has served as Senior Vice President of Equity
Dynamics, Inc., a financial consulting firm, and Pappajohn Capital Resources,
a venture capital firm, both owned by John Pappajohn. Mr. Kinley has been
involved in the financing and development of more than 20 companies with
Mr. Pappajohn in the past ten years. Mr. Kinley has worked with Dr. Schaffer
for more than ten years on healthcare services and technology companies. From
1990 through 1995, Mr. Kinley was manager and held various positions at KPMG
Peat Marwick, working on tax, audit and merger and acquisition issues.
Mr. Kinley received his B.A. in Business, with highest honors, from the
University of Northern Iowa in May 1990.

   EDWARD B. BERGER has served as a director since April 2005. Mr. Berger is
currently a member of the Board, on the Audit Committee and Finance Committee
of Patient InfoSystems, Inc., a public company. He is Chairman and Chief
Executive Officer of Equity Acquisitions Incorporated, a position he has held
since January 2004, Chairman of the Board of Directors of Southwest Business
Systems, Chairman and CEO of Berger Equities Inc., director and Chairman of
the Audit Committee of CardSystems Solutions and a director


                                       38

<PAGE>

of Compass Bank of Tucson, AZ., a public company. Mr. Berger has extensive
healthcare experience: past President and CEO of Palo Verde Hospital; past
President and member of the Board of Trustees of Kino Community Hospital; past
member of the Long Range Planning Committee of Tucson Medical Center, all in
Tucson, AZ. Mr. Berger is currently an Adjunct Professor in Political Science
at Pima Community College and is the Chairman of the MBA Advisory Council,
Eller Graduate School of Management at the University of Arizona. He has been
admitted to practice law before the U.S. Supreme Court, U.S. Court of Appeals
for the 9th Circuit and the U.S. District Court-Arizona. He is admitted to the
New York Bar, the Arizona Bar and the District of Columbia Bar. Mr. Berger
received his Juris Doctor degree from New York Law School. Mr. Berger is a
member of both our Audit Committee and our Nominating Committee.

   WAYNE A. SCHELLHAMMER has served as a director since June 2005.
Mr. Schellhammer is Chairman and Chief Executive Officer of American Care
Source Holdings, Inc., a private company, a position he has held since October
of 2004. He served as President and CEO of Iowa Health Physicians, an
affiliate of the Iowa Health System, for five years, as President and CEO of
InTrust for five years and as Vice President of Physician Services and Payer
Contracting for the Iowa Health System, a hospital and physician integrated
health system, for five years. Mr. Schellhammer has also held senior executive
positions with KPMG Consulting (now BearingPoint) for two years, Wellcare of
New York, a subsidiary of a public company, Wellcare HealthPlans, Inc., for
five years, as well as a national cardiac consulting firm. He has spent a
total of 30 years in the healthcare industry and is a graduate of the
University of Minnesota. Mr. Schellhammer is a member of both our Audit
Committee and our Nominating Committee.


   Our board of directors is divided into two classes with only one class of
directors being elected in each year and each class serving a two-year term.
The term of office of the first class of directors, consisting of Mr. Berger
and Mr. Schellhammer, will expire at our first annual meeting of stockholders.
The term of office of the second class of directors, consisting of
Mr. Pappajohn, Dr. Schaffer and Mr. Kinley, will expire at the second annual
meeting.

   These individuals will play a key role in identifying and evaluating
prospective acquisition candidates, selecting the target business, and
structuring, negotiating and consummating its acquisition. None of these
individuals has been a principal of or affiliated with a public company or
blank check company that executed a business plan similar to our business plan
and none of these individuals is currently affiliated with such an entity.
However, we believe that the skills and expertise of these individuals, their
collective access to acquisition opportunities and ideas, their contacts, and
their transaction expertise should enable them to identify and effect an
acquisition although we cannot assure you that they will, in fact, be able to
do so.

DIRECTOR INDEPENDENCE

   Our board of directors has determined that Mr. Berger and Mr. Schellhammer
are "independent directors" as defined in the American Stock Exchange listing
standards and Rule 10A-3 of the Exchange Act. We intend to locate and appoint
at least two additional independent directors to serve on the board of
directors and one additional independent director to serve on each of our
audit committee and nominating committee within one year of the completion of
this offering.

BOARD COMMITTEES

   Our board of directors has established an audit committee and a nominating
committee. Our board of directors has adopted charters for these committees,
as well as a code of conduct and ethics that governs the conduct of our
directors, officers and employees.

 Audit Committee

   Our audit committee currently consists of Mr. Berger and Mr. Schellhammer.
The independent directors we appoint to our audit committee will each be an
independent member of our board of directors, as defined by the rules of the
American Stock Exchange and the SEC. Each member of our audit committee will
be financially literate under the current listing standards of the American
Stock Exchange, and our board of directors has determined that Mr. Berger
qualifies as an "audit committee financial expert," as such term is


                                       39

<PAGE>

defined by SEC rules. We intend to locate and appoint at least one additional
independent director on our audit committee within one year of the completion
of this offering.

   The audit committee will review the professional services and independence
of our independent registered public accounting firm and our accounts,
procedures and internal controls. The audit committee will also recommend the
firm selected to be our independent registered public accounting firm, review
and approve the scope of the annual audit, review and evaluate with the
independent public accounting firm our annual audit and annual consolidated
financial statements, review with management the status of internal accounting
controls, evaluate problem areas having a potential financial impact on us
that may be brought to the committee's attention by management, the
independent registered public accounting firm or the board of directors, and
evaluate all of our public financial reporting documents.

 Nominating Committee

   We have established a nominating committee of the board of directors, which
consists of Mr. Berger and Mr. Schellhammer, each of whom is an independent
director as defined by the rules of the American Stock Exchange and the SEC.
The nominating committee is responsible for overseeing the selection of
persons to be nominated to serve on our board of directors. The nominating
committee considers persons identified by its members, management,
stockholders, investment bankers and others. We intend to locate and appoint
at least one additional independent director on our nominating committee
within one year of the completion of this offering.

   The guidelines for selecting nominees, which are specified in the nominating
committee charter, generally provide that persons to be nominated should be
actively engaged in business endeavors, have an understanding of financial
statements, corporate budgeting and capital structure, be familiar with the
requirements of a publicly traded company, be familiar with industries
relevant to our business endeavors, be willing to devote significant time to
the oversight duties of the board of directors of a public company, and be
able to promote a diversity of views based on the person's education,
experience and professional employment. The nominating committee evaluates
each individual in the context of the board as a whole, with the objective of
recommending a group of persons that can best implement our business plan,
perpetuate our business and represent shareholder interests. The nominating
committee may require certain skills or attributes, such as financial or
accounting experience, to meet specific board needs that arise from time to
time. The nominating committee does not distinguish among nominees recommended
by stockholders and other persons.

CODE OF CONDUCT AND ETHICS

   We have adopted a code of conduct and ethics applicable to our directors,
officers and employees in accordance with applicable federal securities laws
and the rules of the American Stock Exchange.


EXECUTIVE COMPENSATION

   No executive officer has received any cash compensation for services
rendered. No compensation of any kind, including finder's and consulting fees,
will be paid to any of our existing stockholders, including our officers and
directors, or any of their respective affiliates, for services rendered prior
to or in connection with a business combination. However, these 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. There is no limit
on the amount of these out-of-pocket expenses and there will be no review of
the reasonableness of the expenses by anyone other than our board of
directors, which includes persons who may seek reimbursement, or a court of
competent jurisdiction if such reimbursement is challenged. If all of our
directors are not deemed "independent," we will not have the benefit of
independent directors examining the propriety of expenses incurred on our
behalf and subject to reimbursement.

   We have agreed to pay Equity Dynamics, Inc., an affiliated third party of
which Mr. Pappajohn is the President and principal stockholder, and Mr. Kinley
a Senior Vice President, approximately $6,000 per month for office space and
certain additional general and administrative services. We have also agreed to
pay

                                       40


<PAGE>
another affiliated third party, The Lan Group, of which Dr. Schaffer is the
sole owner, approximately $1,500 per month for office space and certain
additional general and administrative services.

CONFLICTS OF INTEREST

   Potential investors should be aware of the following potential conflicts of
interest:

   o None of our officers or directors is required to commit their full time
     to our affairs and, accordingly, they may have conflicts of interest in
     allocating management time among various business activities.

   o In the course of their other business activities, our officers and
     directors may become aware of investment and business opportunities which
     may be appropriate for presentation to us as well as the other entities
     with which they are affiliated. They may have conflicts of interest in
     determining to which entity a particular business opportunity should be
     presented. For a complete description of our management's other
     affiliations, see the previous section entitled "Directors and Executive
     Officers."

   o 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.

   o Since our directors own shares of our common stock which will be released
     from escrow only in certain limited situations, our board may have a
     conflict of interest in determining whether a particular target business
     is appropriate to effect a business combination. The personal and
     financial interests of our directors and officers may influence their
     motivation in identifying and selecting a target business and completing
     a business combination timely.

   In general, officers and directors of a corporation incorporated under the
laws of the State of Delaware are required to present business opportunities
to a corporation if:

   o the corporation could financially undertake the opportunity;

   o the opportunity is within the corporation's line of business; and

   o it would not be fair to the corporation and its stockholders for the
     opportunity not to be brought to the attention of the corporation.

   Accordingly, as a result of multiple business affiliations, our officers and
directors may have similar legal obligations relating to presenting business
opportunities meeting the above-listed criteria to multiple entities. In
addition, conflicts of interest may arise when our board evaluates a
particular business opportunity with respect to the above-listed criteria. We
cannot assure you that any of the above mentioned conflicts will be resolved
in our favor.

   In order to minimize potential conflicts of interest which may arise from
multiple corporate affiliations, each of our officers and directors has agreed
in principle, until the earlier of a business combination, our liquidation or
such time as he ceases to be an officer or director, to present to us for our
consideration, prior to presentation to any other entity, any business
opportunity which may reasonably be required to be presented to us under
Delaware law, subject to any pre-existing fiduciary obligations they might
have.

   Each of our directors has, or may come to have, to a certain degree, other
fiduciary obligations. In addition all of our officers and directors have
fiduciary obligations to those companies on whose board of directors they sit.
To the extent that they identify business opportunities that may be suitable
for the entities to which they owe a fiduciary obligation, our officers and
directors will honor those fiduciary obligations. Accordingly, they may not
present opportunities to us that otherwise may be attractive to us unless the
entities to which they owe a fiduciary obligation and any successors to such
entities have declined to accept such opportunities. Additionally, certain of
our directors and officers are directors of companies, both public and
private, which may perform business activities in the healthcare industry
similar to those which we may perform after consummating a business
combination. Mr. Pappajohn is a director of the following such public
companies: Patient InfoSystems, Inc. and Allion Healthcare, Inc., as well as
the following such private companies: American CareSource Holdings, Inc. and
Partners Imaging LLC. Dr. Schaffer is a director of the following such public
companies: Patient InfoSystems, Inc. and Allion Healthcare, Inc., as well as
the following such private companies: American CareSource Holdings, Inc.,
Partners Imaging LLC and CareCore

                                       41

<PAGE>
National, Inc. Mr. Berger is a director of the following such public company:
Patient InfoSystems, Inc. Mr. Schellhammer is a director of the following
private company: American CareSource Holdings, Inc.

   In connection with the vote required for any business combination, all of
our existing stockholders, including all of our officers and directors, have
agreed to vote their respective shares of common stock which were owned prior
to this offering in accordance with the vote of the public stockholders owning
a majority of the shares of our common stock sold in this offering. Any shares
of common stock acquired by existing stockholders in the open market will be
considered as part of the holdings of public stockholders and will have the
same rights as other public stockholders, including voting and conversion
rights with respect to a potential business combination, and the existing
stockholders may thus vote against a proposed business combination with
respect to such shares. Accordingly, they may vote on a proposed business
combination with respect to shares acquired in the open market any way they so
choose. In addition, they have agreed to waive their respective rights to
participate in any liquidation distribution occurring upon our failure to
consummate a business combination but only with respect to those shares of
common stock acquired by them prior to this offering and not with respect to
any shares acquired in the open market.

   To further minimize potential conflicts of interest, we have agreed not to
consummate a business combination with an entity which is affiliated with any
of our existing 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. We expect that any such opinion
will be included in our proxy solicitation materials, furnished to
stockholders in connection with their vote on such a business combination.


                                       42


<PAGE>
                             PRINCIPAL STOCKHOLDERS

   The following table sets forth information regarding the beneficial ownership
of our common stock as of April 30, 2005, and as adjusted to reflect the sale of
our common stock included in the units offered by this prospectus (assuming no
purchase of units in this offering), as well as stock dividends of approximately
.333333 per share for each share outstanding on July 8, 2005 and .125 per share
for each share outstanding on July 22, 2005, by:


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

   o each of our officers and directors; and

   o 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.



<TABLE>
<CAPTION>
                                                                                                   APPROXIMATE PERCENTAGE
                                                                                                   OF OUTSTANDING COMMON
                                                                                                           STOCK
                                                                                                  ------------------------
                                                                                    AMOUNT AND
                                                                                     NATURE OF
                                                                                     BENEFICIAL    BEFORE THE    AFTER THE
NAME AND ADDRESS OF BENEFICIAL OWNER(1)                                              OWNERSHIP     OFFERING    OFFERING(2)
---------------------------------------                                             ----------    ----------   -----------
<S>                                                                                 <C>           <C>          <C>
John Pappajohn..................................................................       882,000      39.20%         7.84%
Derace L. Schaffer, M.D.........................................................       882,000      39.20%         7.84%
Matthew P. Kinley...............................................................       441,000      19.60%         3.92%
Edward B. Berger................................................................        22,500       1.00%          .20%
Wayne A. Schellhammer...........................................................        22,500       1.00%          .20%
All directors and executive officers as a group (four individuals)..............     2,250,000        100%           20%
</TABLE>


---------------
(1) Unless otherwise indicated, the business address of each of the individuals
    is 2116 Financial Center, 666 Walnut Street, Des Moines, Iowa 50309.
(2) Assumes only the sale of 9,000,000 units in this offering, but not the
    exercise of the 9,000,000 warrants to purchase our common stock included in
    such units.

   John Pappajohn, our chairman and secretary, or his designees, has agreed to
purchase up to $1,000,000 of our warrants on the open market, at a price per
warrant not to exceed $1.20, within three months of such warrants being
separately tradeable. These warrants will not be sold until the consummation
of a business combination. None of our other existing stockholders, officers
and directors has indicated to us that they intend to purchase units in the
offering or warrants on the open market. Immediately after this offering, our
existing stockholders, which include all of our officers and directors,
collectively, will beneficially own 20% of the then issued and outstanding
shares of our common stock. Because of this ownership block, these
stockholders may be able to effectively influence the outcome of all matters
requiring approval by our stockholders, including the election of directors
and approval of significant corporate transactions other than approval of a
business combination.

   All of the shares of our common stock outstanding prior to the date of this
prospectus will be placed in escrow with Continental Stock Transfer & Trust
Company, as escrow agent, until the earliest of:

   o three years following the date of this prospectus; or

   o the consummation of a liquidation, merger, stock exchange or other
     similar transaction which results in all of our stockholders having the
     right to exchange their shares of common stock for cash, securities or
     other property subsequent to our consummating a business combination with
     a target business.

   During the escrow period, the holders of these shares will not be able to
sell or transfer their securities except to their spouses and children or
trusts established for their benefit, but will retain all other rights as our
stockholders, including, without limitation, the right to vote their shares of
common stock and the right to

                                       43

<PAGE>
receive cash dividends, if declared. If dividends are declared and payable in
shares of common stock, such dividends will also be placed in escrow. If we
are unable to effect a business combination and liquidate, none of our
existing stockholders will receive any portion of the liquidation proceeds
with respect to common stock owned by them prior to the date of this
prospectus.

   Dr. Schaffer, Mr. Pappajohn and Mr. Kinley may be deemed to be our "parents"
and are deemed our "promoters," as these terms are defined under the Federal
securities laws.


                                       44


<PAGE>
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   In April 2005, we issued 1,500,000 shares of our common stock to the
individuals set forth below for an aggregate amount of $25,000 in cash, at an
average purchase price of approximately $0.0167 per share, as follows:


<TABLE>
<CAPTION>
NAME                               NUMBER OF
----                                SHARES             RELATIONSHIP TO US
                                   ---------   ---------------------------------
<S>                                <C>         <C>
John Pappajohn ................     600,000    Chairman and Secretary
Derace L. Schaffer, M.D. ......     600,000    Vice-Chairman and CEO
Matthew P. Kinley .............     300,000    President, Treasurer and director
</TABLE>


   Further, in June 2005, Mr. Pappajohn, Dr. Schaffer and Mr. Kinley
transferred, for an aggregate consideration per share which they paid us and
pro rata to their ownership of our common stock, an aggregate of 30,000 shares
of our common stock equally to Mr. Berger and Mr. Schellhammer, such that our
current share ownership is as reflected in the section entitled "Principal
Stockholders".

   On July 8, 2005, our board of directors authorized a stock dividend of
approximately .333333 shares of common stock for each outstanding share of
common stock, effectively lowering the initial purchase price to approximately
$.0125 per share.

   On July 22, 2005, our board of directors authorized a stock dividend of
approximately .125 shares of common stock for each outstanding share of common
stock, effectively lowering the initial purchase price to approximately $.0111
per share.


   The holders of the majority of these shares will be entitled to require us,
on up to two occasions, to register these shares pursuant to an agreement to
be signed prior to or on the date of this prospectus. The holders of the
majority of these shares may elect to exercise these registration rights at
any time after the date on which these shares of common stock are released
from escrow, which, except in limited circumstances, is not before three years
from the date of this prospectus. In addition, these stockholders have certain
"piggy-back" registration rights on registration statements filed subsequent
to the date on which these shares of common stock are released from escrow. We
will bear the expenses incurred in connection with the filing of any such
registration statements.

   As of the date of this prospectus,Mr. Pappajohn, Dr. Schaffer and Mr. Kinley
have loaned us a total of $250,000 which was used to pay a portion of the
expenses of this offering, such as SEC registration fees, NASD registration
fees, AMEX listing fees and legal and accounting fees and expenses. These loans
will be payable without interest on the earlier of April 28, 2006 or the
consummation of this offering. The loans will be repaid out of the net proceeds
of this offering not being placed in trust.

   John Pappajohn, our chairman and secretary, or his designees, has agreed to
purchase up to $1,000,000 of our warrants on the open market, at a price per
warrant not to exceed $1.20, within three months of such warrants being
separately tradeable. These warrants will not be sold until the consummation
of a business combination. Maxim Group LLC has also agreed to purchase up to
$500,000 of our warrants on the open market on similar terms.

   We have agreed to pay Equity Dynamics, Inc., an affiliated third party of
which Mr. Pappajohn is the President and principal stockholder, and Mr. Kinley
a Senior Vice President, approximately $6,000 per month for office space and
certain additional general and administrative services. We have also agreed to
pay another affiliated third party, The Lan Group, of which Dr. Schaffer is
the sole owner, approximately $1,500 per month for office space and certain
additional general and administrative services.

   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. There is no limit on the amount of
accountable out-of-pocket expenses reimbursable by us, which will be reviewed
only by our board or a court of competent jurisdiction if such reimbursement
is challenged.

   Our existing stockholders, will not receive reimbursement for any out-of-
pocket expenses incurred by them to the extent that such expenses exceed the
amount in the trust fund unless the business combination is consummated and
there are sufficient funds available for reimbursement after such
consummation. The financial interest of such persons could influence their
motivation in selecting a target business and thus, there


                                       45

<PAGE>

may be a conflict of interest when determining whether a particular business
combination is in the stockholders' best interest.

   Other than the reimbursable out-of-pocket expenses payable to our officers
and directors, no compensation or fees of any kind, including finders and
consulting fees, 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 for services rendered to us prior to or with
respect to the business combination.

   After the consummation of a business combination, if any, to the extent our
management remains as officers of the resulting business, we anticipate that
our officers and directors may enter into employment agreements, the terms of
which shall be negotiated and which we expect to be comparable to employment
agreements with other similarly-situated companies in the healthcare industry.
Further, after the consummation of a business combination, if any, to the
extent our directors remain as directors of the resulting business, we
anticipate that they will receive compensation comparable to directors at
other similarly-situated companies in the healthcare industry.

   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 than are
available from unaffiliated third parties and such transactions or loans,
including any forgiveness of loans, will require prior approval in each
instance by a majority of our uninterested "independent" directors (to the
extent we have any) 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.


                                       46

<PAGE>

                           DESCRIPTION OF SECURITIES

GENERAL

   We are authorized to issue 100,000,000 shares of common stock, par value
$.0001, and 1,000,000 shares of preferred stock, par value $.0001. As of the
date of this prospectus, 2,250,000 shares of common stock are outstanding,
held by five record holders. No shares of preferred stock are currently
outstanding.


UNITS

   Each unit consists of one share of common stock and one warrant. Each
warrant entitles the holder to purchase one share of common stock. The common
stock and warrants shall begin to trade separately on the 90th day after the
date of this prospectus unless Maxim Group LLC informs us of its decision to
allow earlier separate trading, provided that in no event may the common stock
and warrants be traded separately until we have filed with the SEC a Current
Report on Form 8-K which includes an audited balance sheet reflecting our
receipt of the gross proceeds of this offering. Thereafter the units will no
longer trade as units. We will file a Current Report on Form 8-K which
includes this audited balance sheet upon the consummation of this offering.
The audited balance sheet will reflect proceeds we receive from the exercise
of the over-allotment option, if the over-allotment option is exercised prior
to the filing of the Form 8-K.

COMMON STOCK

   Our stockholders are entitled to one vote for each share held of record on
all matters to be voted on by stockholders. In connection with the vote
required for any business combination, all of our existing stockholders,
including all of our officers and directors, have agreed to vote their
respective shares of common stock owned by them immediately prior to this
offering in accordance with the public stockholders. This voting arrangement
shall not apply to shares included in units purchased in this offering, if
any, or purchased following this offering in the open market by any of our
existing stockholders, officers and directors. Additionally, our existing
stockholders, officers and directors will vote all of their shares in any
manner they determine, in their sole discretion, with respect to any other
items that come before a vote of our stockholders.

   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 less than 20% of the
shares sold in this offering exercise their conversion rights discussed below.
Voting against the business combination alone will not result in conversion of
a stockholder's shares into a pro rata share of the trust fund. Such
stockholder must have also exercised its conversion rights described below.

   Our board of directors is divided into two classes, each of which will
generally serve for a term of two years with only one class of directors being
elected in each year. There is no cumulative voting with respect to the
election of directors, with the result that the holders of more than 50% of
the shares voted for the election of directors can elect all of the directors.

   If we are forced to liquidate prior to a business combination, our public
stockholders are entitled to share ratably in the trust fund, inclusive of any
interest, and any net assets remaining available for distribution to them
after payment of liabilities. The term public stockholders means the holders
of common stock sold as part of the units in this offering or in the open
market, including any existing stockholders to the extent that they purchase
or acquire such shares. Our existing stockholders have agreed to waive their
respective rights to participate in any liquidation distribution occurring
upon our failure to consummate a business combination, but only with respect
to those shares of common stock acquired by them prior to this offering.

   Our stockholders have no conversion, preemptive or other subscription rights
and there are no sinking fund or redemption provisions applicable to the
common stock, except that public stockholders have the right to have their
shares of common stock converted to cash equal to their pro rata share of the
trust fund if they vote against the business combination and the business
combination is approved and completed. Public stockholders who convert their
stock into their share of the trust fund still have the right to exercise the
warrants that they received as part of the units.


                                       47

<PAGE>
PREFERRED STOCK

   Our certificate of incorporation authorizes the issuance of 1,000,000 shares
of blank check preferred stock with such designation, rights and preferences
as may be determined from time to time by our board of directors. No shares of
preferred stock are being issued or registered in this offering. Accordingly,
our board of directors is empowered, without stockholder approval, to issue
preferred stock with dividend, liquidation, conversion, voting or other rights
which could adversely affect the voting power or other rights of the holders
of common stock, although the underwriting agreement prohibits us, prior to a
business combination, from issuing preferred stock which participates in any
manner in the proceeds of the trust fund, or which votes as a class with the
common stock on a business combination. We may issue some or all of the
preferred stock to effect a business combination. In addition, the preferred
stock could be utilized as a method of discouraging, delaying or preventing a
change in control of us. Although we do not currently intend to issue any
shares of preferred stock, we cannot assure you that we will not do so in the
future.

WARRANTS


   No warrants are currently outstanding. Each warrant included in the units
entitles the registered holder to purchase one share of our common stock at a
price of $6.00 per share, subject to adjustment as discussed below, at any
time commencing on the later of:


   o the completion of a business combination; or

   o one year from the date of this prospectus.

   The warrants will expire on July 27, 2009, at 5:00 p.m., New York City time.

   We may call the warrants for redemption:

   o in whole and not in part;

   o at a price of $.01 per warrant at any time after the warrants become
     exercisable;

   o upon not less than 30 days' prior written notice of redemption to each
     warrant holder; and

   o if, and only if, the last sales price of the common stock equals or
     exceeds $11.50 per share, for any 20 trading days within a 30 trading day
     period ending on the third business day prior to the notice of redemption
     to warrant holders.

   We have established this last criterion to provide warrant holders with a
premium to the initial warrant exercise price as well as a degree of liquidity
to cushion the market reaction, if any, to our redemption call. If the
foregoing conditions are satisfied and we call the warrants for redemption,
each warrant holder shall then be entitled to exercise his or her warrant
prior to the date scheduled for redemption, however, there can be no assurance
that the price of the common stock will exceed the call trigger price or the
warrant exercise price after the redemption call is made.

   The warrants will be issued in registered form under a warrant agreement
between Continental Stock Transfer & Trust Company, as warrant agent, and us.
You should review a copy of the warrant agreement, which has been filed as an
exhibit to the registration statement of which this prospectus is a part, for
a complete description of the terms and conditions applicable to the warrants.

   The exercise price and number of shares of common stock issuable on exercise
of the warrants may be adjusted in certain circumstances including in the
event of a stock dividend, or our recapitalization, reorganization, merger or
consolidation. However, the warrants will not be adjusted for issuances of
common stock at a price below their respective exercise prices.

   The warrants may be exercised upon surrender of the warrant certificate on
or prior to the expiration date at the offices of the warrant agent, with the
exercise form on the reverse side of the warrant certificate completed and
executed as indicated, accompanied by full payment of the exercise price, by
certified check payable to us, for the number of warrants being exercised. The
warrant holders do not have the rights or privileges of holders of common
stock and any voting rights until they exercise their warrants and receive
shares of common stock. After the issuance of shares of common stock upon
exercise of the warrants, each

                                       48


<PAGE>
holder will be entitled to one vote for each share held of record on all
matters to be voted on by stockholders.

   No warrants will be exercisable unless at the time of exercise a prospectus
relating to common stock issuable upon exercise of the warrants is current and
the common stock has been registered or qualified or deemed to be exempt under
the securities laws of the state of residence of the holder of the warrants.
Under the terms of the warrant agreement, we have agreed to meet these
conditions and use our best efforts to maintain a current prospectus relating
to 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. The
warrants may be deprived of any value and the market for the warrants may be
limited 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
qualified or exempt from qualification in the jurisdictions in which the
holders of the warrants reside. No fractional shares will be issued upon
exercise of the warrants. If, upon exercise of the warrants, a holder would be
entitled to receive a fractional interest in a share, we will, upon exercise,
round up to the nearest whole number the number of shares of common stock to
be issued to the warrant holder.

   John Pappajohn, our chairman and secretary, or his designees, has agreed to
purchase up to $1,000,000 of our warrants on the open market, at a price per
warrant not to exceed $1.20, within three months of such warrants being
separately tradeable. These warrants will not be sold until the consummation
of a business combination. Maxim Group LLC has also agreed to purchase up to
$500,000 of our warrants in the open market on similar terms; however, Maxim
Group LLC may sell their warrants prior to the consummation of a business
combination.

PURCHASE OPTION

   We have agreed to sell to the representative of the underwriters an option
to purchase up to a total of 225,000 units at $10.00 per unit. The warrants
issued in conjunction with these units will be exercisable at $7.50 per share.
Otherwise, the units issuable upon exercise of this option are identical to
those offered by this prospectus. For a more complete description of the
purchase option, see the section below entitled "Underwriting--Purchase
Option."

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 and general financial condition
subsequent to completion of a business combination. The payment of any
dividends subsequent to a business combination will be within the discretion
of our then board of directors. 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.

OUR TRANSFER AGENT AND WARRANT AGENT

   The transfer agent for our securities and warrant agent for our warrants is
Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New
York 10004.

SHARES ELIGIBLE FOR FUTURE SALE

   Immediately after this offering, we will have 11,250,000 shares of common
stock outstanding, or 12,600,000 shares if the underwriters' over-allotment
option is exercised in full. Of these shares, the 9,000,000 shares sold in
this offering, or 10,350,000 shares if the over-allotment option is exercised
in full, will be freely tradable without restriction or further registration
under the Securities Act, except for any shares purchased by one of our
affiliates within the meaning of Rule 144 under the Securities Act. All of the
remaining 2,250,000 shares are restricted securities under Rule 144, in that
they were issued in private transactions not involving a public offering. None
of those will be eligible for sale under Rule 144 prior to April 25, 2006.
Notwithstanding this, all of those shares have been placed in escrow and will
not be transferable for a period of three years from the date of this
prospectus and will only be released prior to that


                                       49

<PAGE>
date subject to certain limited exceptions, such as our liquidation prior to a
business combination (in which case the certificate representing such shares
will be destroyed), and the consummation of a liquidation, merger, stock
exchange or other similar transaction which results in all of our stockholders
having the right to exchange their shares of common stock for cash, securities
or other property subsequent to our consummating a business combination with a
target business.

 Rule 144

   In general, under Rule 144 as currently in effect, a person who has
beneficially owned restricted shares of our common stock for at least one year
would be entitled to sell within any three-month period a number of shares
that does not exceed the greater of either of the following:

   o 1% of the number of shares of common stock then outstanding, which will
     equal 112,500 shares immediately after this offering (or 126,000 if the
     underwriters' exercise their over-allotment option); and

   o the average weekly trading volume of the common stock during the four
     calendar weeks preceding the filing of a notice on Form 144 with respect
     to the sale.

   Sales under Rule 144 are also limited by manner of sale provisions and
notice requirements and to the availability of current public information
about us.

 Rule 144(k)

   Under Rule 144(k), a person who is not deemed to have been one of our
affiliates at the time of or at any time during the three months preceding a
sale, and who has beneficially owned the restricted shares proposed to be sold
for at least two years, including the holding period of any prior owner other
than an affiliate, is entitled to sell their shares without complying with the
manner of sale, public information, volume limitation or notice provisions of
Rule 144.

 SEC Position on Rule 144 Sales

   The Securities and Exchange Commission has taken the position that promoters
or affiliates of a blank check company and their transferees, both before and
after a business combination, would act as an "underwriter" under the
Securities Act when reselling the securities of a blank check company.
Accordingly, the Securities and Exchange Commission believes that those
securities can be resold only through a registered offering and that Rule 144
would not be available for those resale transactions despite technical
compliance with the requirements of Rule 144.

 Registration Rights

   The holders of our 2,250,000 issued and outstanding shares of common stock
on the date of this prospectus will be entitled to registration rights
pursuant to an agreement to be signed prior to or on the effective date of
this offering. The holders of the majority of these shares are entitled to
require us, on up to two occasions, to register these shares. The holders of
the majority of these shares can elect to exercise these registration rights
at any time after the date on which these shares of common stock are released
from escrow. In addition, these stockholders have certain "piggy-back"
registration rights on registration statements filed subsequent to the date on
which these shares of common stock are released from escrow. We will bear the
expenses incurred in connection with the filing of any such registration
statements.


                                       50

<PAGE>
                                  UNDERWRITING

   Maxim Group LLC is lead managing underwriter of the offering and is acting
as representative of the underwriters named below. Subject to the terms and
conditions in the underwriting agreement, each underwriter named below has
agreed to purchase from us, on a firm commitment basis, the respective number
of units shown opposite its name below, at the public offering price, less the
underwriting discount set forth on the cover page of this prospectus:


<TABLE>
<CAPTION>
    UNDERWRITER
    -----------                                                      NUMBER OF UNITS
                                                                     ---------------
    <S>                                                              <C>
    Maxim Group LLC ..............................................      3,625,000
    Ramius Securities, L.L.C. ....................................      2,125,000
    Sunrise Securities Corp. .....................................      1,875,000
    Broadband Capital Management, LLC ............................      1,375,000
                                                                        ---------
    Total ........................................................      9,000,000
</TABLE>


   The underwriting agreement provides that the underwriters are committed to
purchase all of the units offered by this prospectus if they purchase any of
the units. This commitment does not apply to the units subject to an over-
allotment option granted by us to the underwriters to purchase additional
units in this offering. The underwriting agreement also provides that the
obligations of the underwriters to pay for and accept delivery of the units
are subject to the passing upon of certain legal matters by counsel and
certain other conditions.

   Pursuant to the underwriting agreement, we have granted to the underwriters
an option, exercisable for 45 days after the date of this prospectus, to
purchase up to an additional 1,350,000 units from us on the same terms and at
the same per unit price as the other units being purchased by the underwriters
from us. The underwriters may exercise the option solely to cover over-
allotments, if any, in the units that the underwriters have agreed to purchase
from us. If the over-allotment option is exercised in full, the total public
offering price, underwriting discounts and commissions and proceeds to us
before expenses will be $82,800,000, $4,968,000 and $77,004,000, respectively.

   The following table shows the public offering price, underwriting discount
to be paid by us to the underwriters and the proceeds, before expenses, to us.
This information assumes either no exercise or full exercise by the
underwriters of their over-allotment option.


<TABLE>
<CAPTION>
                                                    PER UNIT    WITHOUT OPTION   WITH OPTION
                                                    --------    --------------   -----------
<S>                                                 <C>         <C>              <C>
Public offering price...........................      $8.00      $72,000,000     $82,800,000
Discount (1)....................................      $0.48      $ 4,320,000     $ 4,968,000
Non-accountable expense allowance(2)............      $0.08      $   720,000     $   720,000
Proceeds before expenses(3).....................      $7.44      $66,960,000     $77,004,000
</TABLE>


--------------
(1) Consists of an underwriting discount of 6% of the gross proceeds of this
    offering (including any units sold to cover overallotments). Does not
    include an additional underwriting discount in the amount of 1% of the
    gross proceeds of this offering (including any units sold to cover
    overallotments), payable out of the funds held in trust upon consummation
    of a business combination.
(2) The 1% non-accountable expense allowance is not payable with respect to the
    units sold upon exercise of the underwriters' over-allotment option.
(3) The offering expenses are estimated at $500,000.

   We have agreed to sell the units to the underwriters at the initial public
offering price less the underwriting discount set forth on the cover page of
this prospectus. The underwriting agreement also provides that the
representative of the underwriters will be paid a non-accountable expense
allowance equal to 1% of the gross proceeds from the sale of the units offered
by this prospectus ($50,000 of which has been previously advanced to Maxim),
exclusive of any units purchased on exercise of the over-allotment option. In
the event the offering is terminated, Maxim Group LLC will return to us the
amount previously advanced by us less Maxim Group LLC's actual out-of-pocket
expenses incurred in connection with the offering.

                                       51

<PAGE>

   We estimate that the total expenses of the offering payable by us, not
including underwriting discounts, commissions, the non-accountable expense
allowance and not taking into consideration the underwriters' over-allotment
option, will be approximately $500,000. These expenses include, but are not
limited to, SEC registration fees, AMEX listing fees, NASD filing fees,
accounting fees and expenses, legal fees and expenses, printing and engraving
expenses, transfer agent fees and blue sky fees and expenses.

   The underwriters will initially offer the units to be sold in this offering
directly to the public at the initial public offering price set forth on the
cover of this prospectus and to selected dealers at the initial public
offering price less a selling concession not in excess of $0.24 per unit. The
underwriters may allow, and the selected dealers may reallow, a concession not
in excess of $0.05 per unit on sales to brokers and dealers. After the
offering, the underwriters may change the offering price and other selling
terms. No change in those terms will change the amount of proceeds to be
received by us as set forth on the cover of this prospectus.

   We have agreed to sell to the representative, for $100, an option to
purchase up to a total of 225,000 units, exercisable at $10.00 per unit. The
warrants issued in conjunction with these units will be exercisable at $7.50
per share. Otherwise, the units issuable upon exercise of this option are
identical to those offered by this prospectus. This option commences on the
later of the consummation of a business combination and one year from the date
of this prospectus and expiring five years from the date of this prospectus.
The option and the 225,000 units, the 225,000 shares of common stock and the
225,000 warrants underlying such units, and the 225,000 shares of common stock
underlying such warrants, have been deemed compensation by the NASD and are
therefore subject to a 180-day lock-up pursuant to Rule 2710(g)(1) of the NASD
Conduct Rules. Additionally, the option may not be sold, transferred,
assigned, pledged or hypothecated for a one-year period (including the
foregoing 180-day period) following the date of this prospectus. However, the
option may be transferred to any underwriter and selected dealer participating
in the offering and their bona fide officers or partners. Thereafter, the
representative's units will be transferable provided such transfer is in
accordance with the provisions of the Securities Act. Although the purchase
option and its underlying securities have been registered under the
registration statement of which this prospectus forms a part of, the option
grants to holders demand and "piggy back" rights for periods of five and seven
years, respectively, from the date of this prospectus with respect to the
registration under the Securities Act of the securities directly and
indirectly issuable upon exercise of the option. We will bear all fees and
expenses attendant to registering the securities, other than underwriting
commissions which will be paid for by the holders themselves. The exercise
price and number of units issuable upon exercise of the option may be adjusted
in certain circumstances including in the event of a stock dividend, or our
recapitalization, reorganization, merger or consolidation. However, the option
will not be adjusted for issuances of common stock at a price below its
exercise price. We will set aside and at all times have available a sufficient
number of shares of common stock to be issued upon exercise of the
representative's units.

   We have engaged Maxim Group LLC, the representative of the underwriters, on
a non-exclusive basis, as our agent for the solicitation of the exercise of
the warrants. To the extent not inconsistent with the guidelines of the NASD
and the rules and regulations of the SEC, we have agreed to pay the
representative for bona fide services rendered a commission equal to 4% of the
exercise price for each warrant exercised more than one year after the date of
this prospectus if the exercise was solicited by the underwriters. In addition
to soliciting, either orally or in writing, the exercise of the warrants, the
representative's services may also include disseminating information, either
orally or in writing, to warrant holders about us or the market for our
securities, and assisting in the processing of the exercise of the warrants.
No compensation will be paid to the representative upon the exercise of the
warrants if:

   o the market price of the underlying shares of common stock is lower than
     the exercise price;

   o the holder of the warrants has not confirmed in writing that the
     underwriters solicited the exercise;

   o the warrants are held in a discretionary account;

   o the warrants are exercised in an unsolicited transaction; or

   o the arrangement to pay the commission is not disclosed in the prospectus
     provided to warrant holders at the time of exercise.


                                       52


<PAGE>
   Subject to any regulatory restrictions, Maxim Group LLC, the representative
of the underwriters, or certain of its principals, affiliates or designees,
has agreed to purchase up to $500,000 of our warrants on the open market, at
prices per warrant not to exceed $1.20, within three months of such warrants
being separately tradeable.

   Prior to this offering there has been no public market for any of our
securities. The public offering price of the units and the terms of the
warrants were negotiated between us and the representative. Factors considered
in determining the prices and terms of the units, including the common stock
and warrants underlying the units, include:

   o the history and prospects of companies whose principal business is the
     acquisition of other companies;

   o prior offerings of those companies;

   o our prospects for acquiring an operating business at attractive values;

   o our capital structure;

   o an assessment of our management and their experience in identifying
     operating companies;

   o general conditions of the securities markets at the time of the offering;
     and

   o other factors as were deemed relevant.

   However, although these factors were considered, the determination of our
offering price is more arbitrary than the pricing of securities for an
operating company in a particular industry since the underwriters are unable
to compare our financial results and prospects with those of public companies
operating in the same industry.

   Although they are not obligated to do so, any of the underwriters may
introduce us to potential target businesses or assist us in raising additional
capital, as needs may arise in the future, but there are no preliminary
agreements or understandings between any of the underwriters and any potential
targets. We are not under any contractual obligation to engage any of the
underwriters to provide any services for us after this offering, but if we do,
we may pay the underwriters a finder's fee that would be determined at that
time in an arm's length negotiation where the terms would be fair and
reasonable to each of the interested parties; provided that no agreement will
be entered into and no fee will be paid within 90 days following the date of 
this prospectus.

   In connection with this offering, the underwriters may distribute
prospectuses electronically. No forms of prospectus other than printed
prospectuses and electronically distributed prospectuses that are printable in
Adobe PDF format will be used in connection with this offering.

   The underwriters have informed us that they do not expect to confirm sales
of units offered by this prospectus to accounts over which they exercise
discretionary authority without obtaining the specific approval of the account
holder.

   In connection with this offering, our underwriters may engage in stabilizing
transactions, over-allotment transactions, covering transactions and penalty
bids in accordance with Regulation M under the Securities Exchange Act of
1934, as amended.

   o Stabilizing transactions permit bids to purchase the underlying security
     so long as the stabilizing bids do not exceed a specified maximum.

   o Over-allotment involves sales by the underwriters of units in excess of
     the number of units the underwriters are obligated to purchase, which
     creates a short position. The short position may be either a covered
     short position or a naked short position. In a covered short position,
     the number of units over-allotted by the underwriters is not greater than
     the number of units that it may purchase in the over-allotment option. In
     a naked short position, the number of units involved is greater than the
     number of units in the over-allotment option. The underwriters may close
     out any covered short position by either exercising their over-allotment
     option or purchasing units in the open market.


                                       53


<PAGE>
   o Covering transactions involve the purchase of units in the open market
     after the distribution has been completed in order to cover short
     positions. In determining the source of units to close out the short
     position, the underwriters will consider, among other things, the price
     of units available for purchase in the open market as compared to the
     price at which it may purchase units through the over-allotment option.
     If the underwriters sell more units than could be covered by the over-
     allotment option, a naked short position, the position can only be closed
     out by buying units in the open market. A naked short position is more
     likely to be created if the underwriters are concerned that there could
     be downward pressure on the price of the units in the open market after
     pricing that could adversely affect investors who purchase in this
     offering.

   o Penalty bids permit the underwriters to reclaim a selling concession from
     a selected dealer when the units originally sold by the selected dealer
     is purchased in a stabilizing covering transaction to cover short
     positions.

   These stabilizing transactions, covering transactions and penalty bids may
have the effect of raising or maintaining the market price of our units or
preventing or retarding a decline in the market price of our units. As a
result, the price of our units may be higher than the price that might
otherwise exist in the open market. However, neither we nor the underwriters
make any representation or prediction as to the effect the transactions
described above may have on the price of our securities. These transactions
may occur on the American Stock Exchange, the OTC Bulletin Board, in the over-
the-counter market or on any trading market. If any of these transactions are
commenced, they may be discontinued without notice at any time.

   Although certain principals of Maxim Group LLC have extensive experience in
the securities industry, Maxim Group LLC itself was formed in October 2002 and
has acted as an underwriter in only three firm commitment public offerings,
co-manager in four firm commitment public offerings and as a member of the
underwriting syndicate in fifty eight underwritten public offerings. Since
Maxim Group LLC has limited experience in underwriting firm commitment public
offerings, their lack of experience may adversely affect the public offering
price of our securities and the subsequent development, if any, of a trading
market for our securities. Maxim Group LLC is a member of the National
Association of Securities Dealers, Inc. and the Securities Investor Protection
Corporation.

   The underwriting agreement provides for indemnification between us and the
underwriters against specified liabilities, including liabilities under the
Securities Act, and for contribution by us and the underwriters to payments
that may be required to be made with respect to those liabilities. We have
been advised that, in the opinion of the Securities and Exchange Commission,
indemnification liabilities under the Securities Act is against public policy
as expressed in the Securities Act, and is therefore, unenforceable.

                                 LEGAL MATTERS

   The validity of the securities offered in this prospectus is being passed
upon for us by Ellenoff Grossman & Schole LLP, New York, New York. Such firm
has previously represented Maxim Group LLC and expects to do so again in the
future. Lowenstein Sandler PC is acting as counsel for the underwriters in
this offering.

                                    EXPERTS

   The financial statements included in this prospectus and in the registration
statement have been audited by LWBJ, LLP, an independent registered public
accounting firm, to the extent and for the period set forth in their report
appearing elsewhere in this prospectus and in the registration statement. The
financial statements and the report of LWBJ, LLP are included in reliance upon
their report given upon the authority of LWBJ, LLP as experts in auditing and
accounting.


                                       54


<PAGE>
                   WHERE YOU CAN FIND ADDITIONAL INFORMATION

   We have filed with the SEC a registration statement on Form S-1, which
includes exhibits, schedules and amendments, under the Securities Act, with
respect to this offering of our securities. Although this prospectus, which
forms a part of the registration statement, contains all material information
included in the registration statement, parts of the registration statement
have been omitted as permitted by rules and regulations of the SEC. We refer
you to the registration statement and its exhibits for further information
about us, our securities and this offering. The registration statement and its
exhibits, as well as our other reports filed with the SEC, can be inspected
and copied at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549-1004. The public may obtain information about the
operation of the public reference room by calling the SEC at 1-800-SEC-0330.
In addition, the SEC maintains a web site at http://www.sec.gov which contains
the Form S-1 and other reports, proxy and information statements and
information regarding issuers that file electronically with the SEC.


                                       55


<PAGE>
                          HEALTHCARE ACQUISITION CORP.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                              FINANCIAL STATEMENTS
                                 APRIL 30, 2005

                                    CONTENTS


Report of Independent Auditors..............................................F-2

Audited Financial Statements

Balance Sheet...............................................................F-3
Statement of Operations.....................................................F-4
Statement of Stockholders' Equity...........................................F-5
Statement of Cash Flows.....................................................F-6
Notes to Financial Statements........................................F-7 to F-11


                                      F-1


<PAGE>

                         REPORT OF INDEPENDENT AUDITORS


The Board of Directors
Healthcare Acquisition Corp.

We have audited the accompanying balance sheet of Healthcare Acquisition Corp.
(a corporation in the development stage) as of April 30, 2005, and the related
statements of operations, stockholders' equity, and cash flows for the period
from April 25, 2005 (inception) to April 30, 2005. 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 auditing 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. The
Company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, 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 Healthcare Acquisition Corp.
(a corporation in the development stage) as of April 30, 2005, and the results
of its operations and its cash flows for the period from April 25, 2005
(inception) to April 30, 2005, in conformity with accounting principles
generally accepted in the United States of America.


                                       /s/ LWBJ, LLP
                                       ----------------------------------------


West Des Moines, Iowa
May 6, 2005, except for Note 7 as to which the date is July 26, 2005



                                      F-2


<PAGE>
                          HEALTHCARE ACQUISITION CORP.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                                 BALANCE SHEET
                                 APRIL 30, 2005



<TABLE>
<CAPTION>
<S>                                                                     <C>
                               ASSETS
Current assets:
  Cash...............................................................   $140,000
Other assets:
  Deferred offering costs............................................    113,253
                                                                        --------
Total assets ........................................................   $253,253
                                                                        ========
                LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accrued expenses....................................................   $ 55,753
 Notes payable, stockholders ........................................    175,000

                                                                        --------
Total current liabilities ...........................................    230,753
                                                                        --------
Stockholders' equity:
 Preferred stock, $.0001 par value, 1,000,000 shares authorized;
   none issued
 Common stock, $.0001 par value, 100,000,000 shares authorized;
   2,250,000 issued and outstanding .................................        150
 Additional paid-in capital .........................................     24,850
 Deficit accumulated during the development stage ...................     (2,500)
                                                                        --------
Total stockholders' equity ..........................................     22,500
                                                                        --------
Total liabilities and stockholders' equity ..........................   $253,253
                                                                        ========
</TABLE>



                            See accompanying notes.

                                      F-3


<PAGE>
                          HEALTHCARE ACQUISITION CORP.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                            STATEMENT OF OPERATIONS
        FOR THE PERIOD FROM APRIL 25, 2005 (INCEPTION) TO APRIL 30, 2005



<TABLE>
<CAPTION>
<S>                                                                   <C>
Formation and operating costs .....................................   $    2,500
                                                                      ----------
Net loss ..........................................................   $    2,500
                                                                      ==========
Weighted average shares outstanding ...............................    2,250,000
                                                                      ==========
Net loss per share ................................................   $       --
                                                                      ==========
</TABLE>



                            See accompanying notes.

                                      F-4


<PAGE>
                          HEALTHCARE ACQUISITION CORP.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                       STATEMENT OF STOCKHOLDERS' EQUITY
        FOR THE PERIOD FROM APRIL 25, 2005 (INCEPTION) TO APRIL 30, 2005



<TABLE>
<CAPTION>
                                                                                                       DEFICIT
                                                              COMMON STOCK          PAID-IN          ACCUMULATED
                                                           ------------------      CAPITAL IN        DURING THE       STOCKHOLDERS'
                                                            SHARES     AMOUNT    EXCESS OF PAR    DEVELOPMENT STAGE       EQUITY
                                                           ---------   ------    -------------    -----------------   -------------
<S>                                                        <C>         <C>       <C>              <C>                 <C>
Common shares issued...................................    2,250,000    $150        $24,850            $    --           $25,000
Net loss...............................................           --      --             --             (2,500)           (2,500)
                                                           ---------    ----        -------            -------           -------
Balance at April 30, 2005..............................    2,250,000    $150        $24,850            $(2,500)          $22,500
                                                           =========    ====        =======            =======           =======
</TABLE>



                            See accompanying notes.

                                      F-5


<PAGE>
                          HEALTHCARE ACQUISITION CORP.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                            STATEMENT OF CASH FLOWS
        FOR THE PERIOD FROM APRIL 25, 2005 (INCEPTION) TO APRIL 30, 2005


<TABLE>
<CAPTION>
<S>                                                                     <C>
OPERATING ACTIVITIES
 Net loss ...........................................................   $ (2,500)
                                                                        --------
Net cash used in operating activities ...............................     (2,500)
FINANCING ACTIVITIES
 Proceeds from note payable, stockholders ...........................    175,000
 Proceeds from sale of common stock .................................     25,000
 Payments made for deferred offering costs ..........................    (57,500)
                                                                        --------
Net cash provided by financing activities ...........................    142,500
                                                                        --------
Net increase in cash ................................................    140,000
Cash at beginning of period .........................................         --
                                                                        --------
Cash at end of period ...............................................   $140,000
                                                                        ========
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES
  Accrual of deferred offering costs.................................   $ 55,573
</TABLE>



                            See accompanying notes.

                                      F-6


<PAGE>
                          HEALTHCARE ACQUISITION CORP.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                         NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2005

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


NATURE OF OPERATIONS

   Healthcare Acquisition Corp. (the "Company") was incorporated in Delaware on
April 25, 2005, as a blank check company whose objective is to acquire,
through a merger, capital stock exchange, asset acquisition or other similar
business combination, a currently unidentified operating business.

   At April 30, 2005, the Company had not yet commenced any operations. All
activity through April 30, 2005 relates to the Company's formation and the
proposed public offering described below. The Company has selected December 31
as its fiscal year-end. The Company's ability to commence operations is
contingent upon obtaining adequate financial resources through a proposed
public offering ("Proposed Offering"), which is discussed in Note 2. The
Company's management has broad discretion with respect to the specific
application of the net proceeds of this Proposed Offering, although
substantially all of the net proceeds of the Proposed Offering are intended to
be generally applied toward consummating a business combination with an
operating domestic or international company in the healthcare industry, a
"target business".

   In evaluating a prospective target business, the Company will consider,
among other factors, the financial condition and results of operation; growth
potential; experience and skill of management; availability of additional
personnel; capital requirements; competitive position; barriers to entry into
other industries; stage of development of the products, processes or services;
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 the Company in effecting a business combination consistent with
its business objective.

   Upon the closing of the Proposed Offering, $64,980,000 or 90.3% of the
proceeds of this offering ($7.22 per unit) will be placed in a trust account
at JP Morgan Chase NY Bank maintained by Continental Stock Transfer & Trust
Company ("Trust Fund") and invested in United States Treasury Bills having a
maturity of one hundred eighty (180) days or less, until the earlier of (i)
the consummation of the Company's first business combination or (ii) the
liquidation of the Company. The remaining proceeds, not held in trust, may be
used to pay for business, legal and accounting expenses related to this
offering or expenses which may be incurred related to the investigation and
selection of a target business, and the negotiation of an agreement to acquire
a target business.

   The Company's first business combination must be with a business with a fair
market value of at least 80% of the Company's net asset value at the time of
acquisition. The Company, after signing a definitive agreement for the
acquisition of a target business, will submit such transaction for stockholder
approval. In the event that stockholders owning 20% or more of the outstanding
stock excluding, for this purpose, those persons who were stockholders prior
to the Proposed Offering, vote against the business combination or request
their consummation right as described below, the business combination will not
be consummated. All of the Company's stockholders prior to the Proposed
Offering, including all of the officers and directors of the Company ("Initial
Stockholders"), have agreed to vote their 2,250,000 founding shares of common
stock in accordance with the vote of the majority in interest of all other
stockholders of the Company ("Public Stockholders") with respect to any
business combination. After consummation of the Company's first business
combination, all of these voting safeguards will no longer be applicable.

   With respect to the first 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. The per share redemption
price will equal the amount in the Trust Fund as of the record date for

                                      F-7


<PAGE>
                          HEALTHCARE ACQUISITION CORP.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                         NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2005

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES --
(CONTINUED)

determination of stockholders entitled to vote on the business combination
divided by the number of shares of common stock held by Public Stockholders at
the consummation of the Proposed Offering. Accordingly, Public Stockholders
holding 19.99% 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 Fund computed, without regard to the shares held by
Initial Stockholders.

   The Company's Restated Certificate of Incorporation provides for mandatory
liquidation of the Company, without stockholder approval, in the event that
the Company does not consummate a business combination within eighteen (18)
months from the date of the consummation of the Proposed Offering, or twenty-
four (24) months from the consummation of the Proposed Offering if certain
extension criteria have been satisfied. 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 initial
public offering price per share in the Proposed Offering (assuming no value is
attributed to the Warrants contained in the Units to be offered in the
Proposed Offering discussed in Note 2.)

   The Company's common stock and Warrants will not be traded separately until
it files an audited balance sheet on Form 8-K with the Securities and Exchange
Commission, which reflects receipt of the gross proceeds from the Proposed
Offering. Upon completion of the Proposed Offering, shares owned by the
Initial Stockholders will be held in an escrow account maintained by the
trustee, acting as escrow agent, for up to three (3) years.

LOSS PER COMMON SHARE

   Loss per share is computed by dividing net loss by the weighted-average
number of shares of common stock outstanding during the period.

DERIVATIVE FINANCIAL INSTRUMENT

   As described in Note 2, the Company has granted a Purchase Option to a
representative of its underwriters. Based on Emerging Issues Task Force 00-19,
Accounting for Derivative Financial Instruments Indexed to, and Potentially
Settle in, a Company's Own Stock, the Purchase Option will initially be measured
at fair value and reported in permanent equity and subsequent changes in fair
value will not be recognized as long as the Purchase Option continues to be
classified as an equity instrument. Accordingly, there will be no net impact on
the Company's financial position or results of operations, except for recording
of the $100 proceeds from sale. 

   The Company has determined, based on the Black-Scholes option pricing formula
that the fair value of the Purchase Option at date of sale would be
approximately $3.79 per share or approximately $852,750 total, using a risk
free interest rate of 4.0%, expected life of five years and estimated volatility
of 60.0%.

   The volatility calculation of 60.0% is based on the 365-day average
volatility of a representative sample of eight (8) healthcare companies in the
information technology and services niches with market capitalizations between
200 million and 910 million ("Representative Sample"). Because the Company does
not have a trading history, the Company needed to estimate the potential
volatility of its common stock price, which will depend on a number of factors
which cannot be ascertained at this time. The Company referred to the 365-day
volatility of the Representative Sample because its management believes that the
volatility of these representative companies is a reasonable benchmark to use in
estimating the expected volatility for the Company's common stock post-business
combination. Although an expected life of five years was taken into account for
purposes of assigning a fair value to the Purchase Option, if the Company does
not consummate a business combination within the prescribed time period and
liquidates, the Purchase Option will become worthless.

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 at the date of the financial statements and the
reported amounts of expenses during the reporting period. Actual results could
differ from those estimates.

INCOME TAXES

   Deferred income taxes are provided for the differences between the basis of
assets and liabilities for financial reporting and income tax purposes. A
valuation allowance is established, when necessary, to reduce deferred tax
assets to the amount expected to be realized.

   The Company recorded a deferred income tax asset for the tax effect of net
operating loss carryforwards and temporary differences aggregating to
approximately $1,000. In recognition of the uncertainty regarding

                                      F-8


<PAGE>
                          HEALTHCARE ACQUISITION CORP.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                         NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2005

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES --
(CONTINUED)

the ultimate amount of income tax benefits to be derived, the Company has
recorded a full valuation allowance at April 30, 2005.

   The effective tax rate differs from the statutory rate of 34% due to the
increase in the valuation allowance.

RECENT ACCOUNTING PRONOUNCEMENTS

   The Company does not believe that any recently issued, but not yet
effective, accounting standards, if currently adopted, would have a material
effect on the accompanying financial statements.

2. PROPOSED PUBLIC OFFERING

   The Proposed Offering calls for the Company to offer for public sale up to
9,000,000 units ("Units") at a maximum price of $8.00 per unit. Each Unit
consists of one share of the Company's common stock, $.0001 par value and one
Redeemable Common Stock Purchase Warrant ("Warrant"). Each Warrant will entitle
the holder to purchase from the Company one share of common stock at an exercise
price of $6.00 commencing the later of the completion of a business combination
with a target business or one (1) year from the effective date of the Proposed
Offering and expiring four (4) years from the date of the prospectus. An
additional 1,350,000 Units may be issued on exercise of a 45-day option granted
to the underwriters to cover any over-allotments. The Warrants will be
redeemable by the Company at a price of $.01 per Warrant, upon thirty (30) days
notice after the Warrants become exercisable, only in the event that the last
sales price of the common stock is at least $11.50 per share for any twenty (20)
trading days within a thirty (30) trading-day period ending on the third day
prior to date on which notice of redemption is given.

3. DEFERRED OFFERING COSTS

   Deferred offering costs consist principally of underwriting fees, legal
fees, accounting fees, and other fees incurred through the balance sheet date
that are related to the Proposed Offering and that will be charged to capital
upon the receipt of the capital raised.

4. NOTES PAYABLE, STOCKHOLDERS

   The Company issued an aggregate of $175,000 unsecured promissory notes to
three Initial Stockholders, who are also officers, on April 28, 2005. The
notes are non-interest bearing and are payable on the earlier of April 28,
2006 or the consummation of the Proposed Offering. Due to the short-term
nature of the notes, the fair value of the notes approximates their carrying
amount.

5. COMMITMENTS AND CONTINGENCIES

   The Company has agreed to pay up to $7,500 per month, beginning at the
effective date of the Proposed Offering, for office space and general and
administrative expense to two (2) related entities owned by two (2) of the
Initial Stockholders located in Des Moines, Iowa and Rochester, New York. The
remaining Initial Stockholder is an officer of one of the related entities.
Upon completion of a business combination or liquidation, the Company will no
longer be required to pay these monthly fees.

   An Initial Stockholder has agreed that after this offering is completed and
within the first days after separate trading of the Warrants has commenced, he
or certain designees will collectively purchase up to $1,000,000 of the
Company's Warrants in the public marketplace at prices not to exceed $1.20 per
Warrant. He has further agreed that any Warrants purchased by him or his
affiliates or designees, will not be sold or


                                      F-9

<PAGE>
                          HEALTHCARE ACQUISITION CORP.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                         NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2005

5. COMMITMENTS AND CONTINGENCIES -- (CONTINUED)

transferred until the completion of a business combination. In addition,
subject to any regulatory restrictions and subsequent to the completion of the
purchase of the $1,000,000 of Warrants described above and within the first
ninety (90) days after separate trading of the Warrants has commenced, the
representative of the underwriters, or certain of its principals, affiliates
or designees has agreed to purchase up to $500,000 of the Company's Warrants
in the public marketplace at prices not to exceed $1.20 per Warrant.

   The Company has agreed to sell to the representative of the underwriters for
$100, an option to purchase up to a total of 225,000 units, exercisable at $10
per unit ("Purchase Option"). The Purchase Option is expected to be issued upon
the closing of the Proposed Offering. If the Proposed Offering does not close,
the Purchase Option will not be issued. In lieu of payment of the exercise price
in cash, the holder of the Purchase Option has the right (but not the
obligation) to convert any exercisable portion of the Purchase Option into units
using a cashless exercise based on the difference between current market value
of the units and its exercise price. The warrants issued in conjunction with
these units are identical to those offered by the prospectus, except that they
have an exercise price of $7.50 (125% of the exercise price of the warrants
included in the Units sold in the offering). This option commences on the later
of the consummation of a business combination and one (1) year from the date of
the prospectus and expiring five (5) years from the date of the prospectus. The
option and the 225,000 units, the 225,000 shares of common stock and the
warrants underlying such units, and the shares of common stock underlying such
Warrants, may be deemed compensation by the National Association of Securities
Dealers ("NASD") and may be therefore subject to a 180-day lock-up pursuant to
Rule 2710(g)(1) of the NASD Conduct Rules. Additionally, the option may not be
sold, transferred, assigned, pledged or hypothecated for a one-year period
(including the foregoing 180-day period) following the date of the prospectus.
However, the option may be transferred to any underwriter and selected dealer
participating in the offering and their bona fide officers or partners. Although
the purchase option and its underlying securities have been registered under the
registration statement of which the prospectus forms a part of, the option
grants to holders demand and "piggy back" rights for periods of five (5) and
seven (7) years, respectively, from the date of the prospectus with respect to
the registration under the Securities Act of the securities directly and
indirectly issuable upon exercise of the option. The Company will bear all fees
and expenses attendant to registering the securities, other than underwriting
commissions, which will be paid for by the holders themselves. The exercise
price and number of units issuable upon exercise of the option may be adjusted
in certain circumstances, including in the event of a stock dividend, or our
recapitalization, reorganization, merger or consolidation. However, the option
will not be adjusted for issuances of common stock at a price below its exercise
price.

   The Company has engaged a third party to act as the representative of the
underwriters, on a non-exclusive basis, as its agent for the solicitation of
the exercise of the Warrants. To the extent not inconsistent with the
guidelines of the NASD and the rules and regulations of the Securities and
Exchange Commission, the Company has agreed to pay the representative for bona
fide services rendered, a commission equal to 4% of the exercise price for
each Warrant exercised more than one (1) year after the date of this
prospectus if the exercise was solicited by the underwriters. In addition to
soliciting, either orally or in writing, the exercise of the Warrants, the
representative's services may also include disseminating information, either
orally or in writing, to Warrant holders about the Company or the market for
its securities, and assisting in the processing of the exercise of the
Warrants. No compensation will be paid to the representative upon the exercise
of the Warrants if:

   o the market price of the underlying shares of common stock is lower than
     the exercise price;

   o the holder of the Warrants has not confirmed in writing that the
     underwriters solicited the exercise;

   o the Warrants are held in a discretionary account;

   o the Warrants are exercised in an unsolicited transaction; or


                                      F-10


<PAGE>
                          HEALTHCARE ACQUISITION CORP.
                    (A CORPORATION IN THE DEVELOPMENT STAGE)

                         NOTES TO FINANCIAL STATEMENTS
                                 APRIL 30, 2005

5. COMMITMENTS AND CONTINGENCIES -- (CONTINUED)

   o the arrangement to pay the commission is not disclosed in the prospectus
     provided to Warrant holders at the time of exercise.

   Upon consummation of a business combination, the Company is obligated to pay
the underwriters an additional underwriting discount of $720,000.

   The Initial Stockholders who are holders of 2,250,000 issued and outstanding
shares of common stock will be entitled to registration rights pursuant to an
agreement to be signed prior to or on the effective date of this Proposed
Offering. The holders of the majority of these shares are entitled to request
the Company, on up to two (2) occasions, to register these shares. The holders
of the majority of these shares can elect to exercise these registration
rights at any time after the date on which these shares of common stock are
released from escrow. In addition, these stockholders have certain "piggy-
back" registration rights on registration statements filed subsequent to the
date on which these shares of common stock are released from escrow. The
Company will bear the expenses incurred in connection with the filing of any
such registration statements.

6. PREFERRED STOCK

   The Company is authorized to issue 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.

7. SUBSEQUENT EVENTS

   On July 8, 2005, the Company's Board of Directors authorized a .333333 to 1
stock dividend. On July 22, 2005, the Company's Board of Directors authorized a
.125 to 1 stock dividend. All references in the accompanying financial
statements to the number of shares of stock have been retroactively restated to
reflect these transactions.

   On July 26, 2005, the Company issued an additional $75,000 of unsecured
promissory notes to three Initial Stockholders, who are also officers and
directors. The notes are non-interest bearing and are payable on the earlier of
April 28, 2006 or the consummation of the Proposed Offering.

                                      F-11


<PAGE>
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UNTIL AUGUST 22, 2005, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.


NO DEALER, SALESPERSON OR ANY OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, THE INFORMATION
OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES OFFERED BY THIS
PROSPECTUS, OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH THE OFFER OR SOLICITATION IS
NOT AUTHORIZED OR IS UNLAWFUL.


===============================================================================

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                                  $72,000,000














                          HEALTHCARE ACQUISITION CORP.














                                   9,000,000
                                     UNITS


















                                ________________


                                   PROSPECTUS

                                ________________
















                                MAXIM GROUP LLC
















                                  July 28, 2005





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