UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.
20549




Form 10-K




(Mark
One)


þ
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
the fiscal year ended July 31, 2009


OR




o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
the transition period
from          to




Commission
File Number 000-51980




ISRAEL
GROWTH PARTNERS ACQUISITION CORP.


(Exact
Name of Registrant as Specified in Its Charter)




Delaware
            
            20-3233358(State
      or Other Jurisdiction of
            
            (I.R.S.
      EmployerIncorporation
      or Organization)
            
            Identification
      No.)





1600
Tysons Boulevard


Suite
1150


McLean,
Virginia 22102


(703)
286-1390


(Address
including zip code, and telephone number, including area code, of principal
executive offices)




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




None




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




Common
Stock, par value $.0001 per share


Class W
Warrants, each to purchase one share of common stock


Class Z
Warrants, each to purchase one share of common stock


Series A
Units, each consisting of two shares of common stock and ten Class Z
warrants


(Title
of Class)




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




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




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




Indicate
by check mark whether the registrant (1) has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of
Regulation S-T (Section 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).  Yes o     No o




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




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




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


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




The
aggregate market value of the common stock held by nonaffiliates of the
registrant (530,800 shares) based on the $0.055closing price of the
registrant’s common stock as reported on the Over-the-Counter bulletin board on
November 30, 2009, was approximately $29,194. For purposes of this computation,
all officers, directors and 10% beneficial owners of the registrant are deemed
to be affiliates. Such determination should not be deemed to be an admission
that such officers, directors or 10% beneficial owners are, in fact, affiliates
of the registrant.




As of
November 30, 2009, there were 1,065,100 outstanding shares of the registrant’s
common stock.





CAUTIONARY
NOTES REGARDING FORWARD-LOOKING STATEMENTS


This
report on Form 10-K contains forward-looking statements. These
statements involve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by the forward-looking statements.


In some
cases, you can identify forward-looking statements by terms such as “may,”
“will,” “should,” “could,” “would,” “expect,” “plans,” “anticipates,”
“believes,” “estimates,” “projects,” “predicts,” “intends,” “potential” and
similar expressions intended to identify forward-looking statements. These
statements reflect our current views with respect to future events and are based
on assumptions and subject to risks and uncertainties. Given these
uncertainties, you should not place undue reliance on these forward-looking
statements. We discuss many of these risks in greater detail under the heading
“Risk Factors” in Item 1A.  Also, these forward-looking
statements represent our estimates and assumptions only as of the date of this
report. Except as required by law, we assume no obligation to update any
forward-looking statements after the date of this report.
 1





PART
I




Item
1.  Business




Overview




We were
formed on August 1, 2005 to serve as a vehicle to effect a merger, capital stock
exchange, asset acquisition or other similar business combination with a
currently unidentified operating business which has operations or facilities
located in Israel, or which is a company operating outside of Israel which our
management believes would benefit from establishing operations or facilities in
Israel.  On July 18, 2006, we completed our initial public offering of
500,000 Series A Units and 4,600,000 Series B Units.  We have neither
engaged in any operations, nor generated any revenues, nor incurred any debt or
expenses other than in connection with our initial public offering and
thereafter, expenses related to identifying and pursuing acquisitions of targets
and expenses related to liquidating our trust fund for the benefit of our Class
B common stockholders and reconstituting the Company as an ongoing business
corporation.  We have incurred expenses only in connection with (i)
the preparation and filing of our quarterly reports on Form 10-Q, annual reports
on Form 10-K and proxy statements in connection with the February 16, 2009
Stockholders’ Meeting and (ii) travel expenses related to finding and developing
acquisition candidates.  Our travel expense policies are consistent
with good business practice, and we try to minimize such costs to the extent
possible.




At a
special meeting of our stockholders held on February 16, 2009, our stockholders
approved a proposal to distribute our trust fund for the benefit of our Class B
common stockholders, without the requirement that we dissolve and
liquidate.  As a result of the stockholder vote, we filed an amendment
to our certificate of incorporation which resulted in the cancellation of all
shares of our Class B common stock, and the conversion of those shares into the
right to receive a pro rata share of the trust fund
distribution.  Thereafter, our Class B common stock and Series B Units
ceased to be quoted on the Over-The-Counter bulletin board and ceased to trade
or be tradable, and the trust fund was distributed to the holders of Class B
common stock.




At a
continuation of the special stockholder meeting held on February 17, 2009, our
stockholders (then consisting only of holders of common stock) approved
proposals to amend and restate our certificate of incorporation to (i) remove
certain blank check company-related restrictions, including provisions which
required us to dissolve following the distribution of the trust fund and
provisions authorizing the Class B common stock, and (ii) increase the
authorized shares of common stock from 40,000,000 shares to 80,000,000
shares.  As a result of this stockholder vote, we filed an
amended and restated certificate of incorporation, which allowed us to continue
our corporate existence following the distribution of the trust
fund.




We
believe that our previous focus on operating businesses which have operations or
facilities located in Israel, or which are operating outside of Israel but would
benefit from establishing operations or facilities in Israel, was too limiting
and we are now broadening our search without regard to the industry in which
potential targets operate. We seek a business which is profitable, with positive
cash flow, with significant growth potential and which can benefit from
(i) the advantages which typically accrue to a public company such as
greater visibility, greater ability to finance growth through acquisition, and
greater ability to attract talent by offering incentive and contingent
compensation, and (ii) the strategic, financial and operational expertise
and experience our management can offer on an ongoing basis.




We are a
“blank check” company.  The Securities and Exchange Commission. or the
SEC, defines those companies as “any development stage company that is issuing a
penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange
Act of 1934, as amended, or the Exchange Act, and that has no specific business
plan or purpose, or has indicated that its business plan is to merge with an
unidentified company or companies.” Under SEC Rule 12b-2 under the Exchange Act,
we also qualify as a “shell company,” because we have no or nominal assets
(other than cash) and no or nominal operations.  Many states have
enacted statutes, rules and regulations limiting the sale of securities of
“blank check” companies in their respective jurisdictions. Management does not
intend to undertake any efforts to cause a market to develop in our securities,
either debt or equity, until we have successfully concluded a business
combination. We intend to comply with the periodic reporting requirements of the
Exchange Act for so long as we are subject to those requirements.




Our
current plan is to acquire a target company or business seeking the perceived
advantages of being a publicly held corporation. Our current business consists
solely of identifying, researching and negotiating the purchase of a business
management deems to be in the best interest of our shareholders.  Our
principal business objective for the next 12 months and beyond such time will be
to achieve long-term growth potential through a combination with a business
rather than immediate, short-term earnings.  We will not restrict our
potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business.  We
cannot assure you that we will be able to locate an appropriate target business
or that we will be able to engage in a business combination with a target
business on favorable terms.




2




The
analysis of new business opportunities will be undertaken by or under the
supervision of our officers and directors.  We are not currently a
party to any definitive agreement with any party.  We have
unrestricted flexibility in seeking, analyzing and participating in potential
business opportunities.  In our effort to analyze potential
acquisition targets, we will consider the following kinds of
factors:




·
            Potential
      for growth, indicated by new technology, anticipated market expansion or
      new products;




·
            Competitive
      position as compared to other firms of similar size and experience within
      the industry segment as well as within the industry as a
      whole;




·
            Strength
      and diversity of management, either in place or scheduled for
      recruitment;




·
            Capital
      requirements and anticipated availability of required funds, to be
      provided by us or from operations, through the sale of additional
      securities, through joint ventures or similar arrangements or from other
      sources;




·
            The
      cost of our participation as compared to the perceived tangible and
      intangible values and potentials;




·
            The
      extent to which the business opportunity can be
  advanced;




·
            The
      accessibility of required management expertise, personnel, raw materials,
      services, professional assistance and other required items;
      and




·
            Other
      relevant factors.




In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to our limited capital available for investigation, we may not
discover or adequately evaluate adverse facts about the opportunity to be
acquired.




Management




In
connection with the changes to our business identified above, we expect that our
management may change in the future.  J. Patrick McMahon is expected
to continue as our Chief Executive Officer and our sole director
indefinitely.  However, in light of the our new, broader investment
focus beyond the Israel and the expectation we may raise additional capital to
fund ongoing operations, it is likely that the composition of our board of
directors will change to include representation by or with respect to the
individuals or institutions providing that additional capital.




No
Identified Target Business




To date,
we have not identified any specific potential acquisition candidates other than
those associated with our previous focus on Israel and referred to in previous
public disclosures, and we have not made preliminary or firm offers to or
completed a business combination with any target. We cannot assure you that we
will be able to identify a target business or that we will be able to engage in
a business combination with a target business on favorable or acceptable terms.
We have virtually unrestricted flexibility in identifying and selecting a
prospective acquisition candidate. 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




Based on
our management’s experience in finance and industry and with transactions
involving the acquisition of operating businesses, we believe that there are
numerous acquisition candidates. In general, our review procedure is expected to
be as follows: Once an operating business passes an initial screening intended
to eliminate any obviously unsuitable candidates, we will examine it through
analysis of available information and general due diligence. We will then pursue
in more detail and at greater expense in time, money and effort the most
promising businesses we identify. In addition to our management’s, directors’
and advisors’ extensive experience and personal networks, potential target
businesses may be brought to our attention by various unaffiliated sources,
including securities broker-dealers, investment bankers, venture capitalists,
bankers and other members of the financial community. Target businesses may be
brought to our attention by such unaffiliated sources as a result of being
solicited by us through calls, meetings or mailings. These sources may also
introduce us to target businesses they think we may be interested in on an
unsolicited basis, since we are known to be looking for acquisition candidates.
We may agree (and have agreed in the past) to pay unaffiliated parties a fee if
a purchase transaction is consummated with the target company brought to our
attention by such a party. Our management continues to broaden its network of
contacts by attending seminars, trade shows and conventions. We may engage firms
in the finance or transaction businesses in the future, in which event we may
pay a finder’s fee or other compensation to them in an amount and on such terms
to be determined at the time of the engagement in an arm’s length negotiation. A
finder’s fee or other compensation payable by us might be conditioned, in whole
or in part, on the consummation of the related acquisition and would likely be a
percentage of the fair market value of the transaction, with the percentage to
be determined on an arm’s length basis based on market conditions at the time we
enter into an agreement with a finder or broker.




3




Competition




In
identifying, evaluating and selecting a target business, we may encounter
intense competition from other entities having a business objective similar to
ours. There are numerous “public shell” companies either actively or passively
seeking operating businesses with which to merge in addition to a large number
of “blank check” companies formed and capitalized specifically to acquire
operating businesses. Additionally, we are subject to competition from other
companies looking to expand their operations through the acquisition of a target
business. Many of these entities are well established and have extensive
experience identifying and effecting business combinations directly or through
affiliates. Many of these competitors possess greater technical, human and other
resources than us and our financial resources will be relatively limited when
contrasted with those of many of these competitors. Our ability to compete in
acquiring certain sizable target businesses is limited by our available
financial resources. This inherent competitive limitation gives others an
advantage in pursuing the acquisition of a target business. Further, our
outstanding warrants and the future dilution they potentially represent may not
be viewed favorably by certain target businesses.




Any of
these factors may place us at a competitive disadvantage in successfully
negotiating a business combination. 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
with a business objective similar to ours to acquire a target business on
favorable terms.




If we
succeed in effecting a business combination, there will be, in all likelihood,
intense competition from competitors of the target business. Many of our target
business’ competitors are likely to be significantly larger and have far greater
financial and other resources than we will. Some of these competitors may be
divisions or subsidiaries of large, diversified companies that have access to
financial resources of their respective parent companies. Our target business
may not be able to compete effectively with these companies or maintain them as
customers while competing with them on other projects. In addition, it is likely
that our target business will face significant competition from smaller
companies that have specialized capabilities in similar areas. We cannot
accurately predict how our target business’ competitive position may be affected
by changing economic conditions, customer requirements or technical
developments. We cannot assure you that, subsequent to a business combination,
we will have the resources to compete effectively.




Facilities




Our sole
office is located at 1600 Tysons Blvd., Suite 1150, McLean, Virginia, and is
presently provided free of charge by FI Investment Group, LLC, one of our
shareholders.  We consider our current office space adequate for our
current operations.




Employees




We do not
have any employees. Our sole director currently serves in an executive capacity
in order for the board of directors to be able to discharge its responsibilities
until such time as we acquire an operating business. This individual has other
business interests and is not obligated to contribute any specific number of
hours to our matters and intend to devote only as much time as they deems
necessary to our affairs. The amount of time he will devote in any time period
will vary based on whether a target business has been selected for a business
combination and the stage of our business combination process. When a target
business which is believed to be worthy of further examination as a potential
acquisition, he will spend more time investigating that target business and
negotiating a potential business combination (and consequently more time on our
affairs) than he will when no specific target business has been identified. We
do not intend to have any full time employees prior to the consummation of a
business combination.




Available
Information




We file
or submit to the SEC annual, quarterly and current periodic reports, proxy
statements and other information meeting the informational requirements of the
Exchange Act.  While we do not have a website with available filings,
we will provide at no additional charge, copies of these reports, proxy and
information statements and other information upon request to our address at 1600
Tysons Blvd., Suite 1150, McLean, Virginia. You may also inspect and copy these
reports, proxy and information statements and other information, and related
exhibits and schedules, at the Public Reference Room of the SEC at 100 F Street,
NE, Washington, D.C. 20549. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC
maintains a website that contains reports, proxy, information statements and
other information filed electronically by us with the SEC which are available on
the SEC’s website at http://www.sec.org.




4




Item
1A.  Risk
Factors




The
absence of operations and revenues raises substantial doubt about our ability to
continue as a going concern.




The
report of our independent auditor included in this report indicates that we are
in the development stage, have suffered losses from operations, and have yet to
generate cash flow, and that these factors raise substantial doubt about our
ability to continue as a going concern.  In addition, we have no
significant assets or financial resources.  We will continue to
sustain operating expenses without corresponding revenues, at least until the
consummation of a business combination.  This will result in continued
net operating losses that will increase until we can consummate a business
combination with a profitable target business.  In light of our
limited resources, we cannot assure you that we will be able to continue
operations, that we will be able to identify a suitable target business or that
we will consummate a business combination.




We
are not generating any revenue, have limited capital resources and are dependent
entirely upon our largest stockholder to fund our operations.




We are
not generating any revenues and possess limited capital to fund our operations,
including for such purposes as preparing and filing periodic reports under the
Exchange Act, identifying a target business and negotiating a business
combination.  We are dependent entirely on our largest stockholder to
provide funds for the foregoing requirements and for any other corporate
purposes that may arise in the future.  Though our largest stockholder
has advised us of its intention to fund our operations, there is no written
agreement binding it to do so.  Our operating and financial condition
renders it unlikely that we would be able to obtain third-party financing to
sustain operations, if necessary.   In the even that our largest
stockholder does not fund our capital requirements, we may not be able to
continue operations and stockholders could lose the entire amount of their
investment in us.




We
may have insufficient resources to cover our operating expenses and the costs
and expenses of consummating a business combination.




At July
31, 2009, we had cash on hand of $22,689.  We do not expect that these
funds will be sufficient to cover our operating costs and expenses, including
those we will incur in connection with satisfying our reporting obligations
under the Exchange Act and consummating a business combination.  If
our financial resources are inadequate to cover our costs and expenses, we will
require additional financing and we cannot be certain that such financing will
be available to us on acceptable terms, if at all.  Our failure to
secure funds necessary to cover our costs and expenses would have an adverse
affect on our operations and ability to achieve our objective.




We
are a development stage 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
development stage company and have not engaged in any revenue generating
activities to date.  Since we do not have any operating history, you
will have no basis upon which to evaluate our ability to achieve our business
objective.  We are currently in the process of evaluating and
identifying targets for a business combination.  We are not presently
engaged in, and will not engage in, any substantive commercial business or
generate any revenue until we consummate a such a transaction, if
ever.  We cannot assure you as to when or if a business combination
will occur.




Our
future success is dependent on the ability of management to complete a business
combination with a target business that operates profitably. The nature of our
operations is highly speculative.  The future success of our plan of
operation will depend entirely on the operations, financial condition and
management of the target business with which we may enter into a business
combination.  While management intends to seek to enter into a
business combination with an entity having an established, profitable operating
history, we cannot assure you that we will be successful in consummating a
business combination with a candidate that meets that criterion.  In
the event we complete a business combination, the success of our operations will
be dependent upon management of the target business and numerous other factors
beyond our control.




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




There are
a large number of “public shell” companies, “blank check” companies and
operating companies seeking to acquire operating businesses and we are subject
to competition from these and other companies seeking to consummate a business
combination. We cannot assure you that we will be able to successfully compete
for an attractive business combination.




5




Since
we have not yet identified a target business, we cannot currently ascertain the
merits or risks of the business which we may ultimately acquire.




We may
consummate a business combination with any entity that has an operating
business. We are currently in the process of evaluating and identifying targets
for a business combination. We have not engaged or retained any agent or other
representative to identify or locate any suitable target, although we may do so
in the future. Accordingly, there is no current basis for you to evaluate the
possible merits or risks of the particular target business which we may
ultimately acquire. To the extent we complete a business combination with a
financially unstable business or an entity in its development stage, we may be
affected by numerous risks inherent in the operations of that business. 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.




Initially,
we will only be able to complete one business combination, which will cause us
to be solely dependent on a single business and a limited number of products or
services.




Because
of our uncertain and limited capital position, it is likely that any business
combination we enter into with an operating business will likely be for stock,
or will be closed simultaneously with an equity or debt transaction to raise
additional capital for the purchase transaction and possibly for working capital
as well. Thus, we expect that initially we will have the ability to complete
only a single business combination, although this may entail the simultaneous
acquisitions of several closely related operating businesses. By consummating a
business combination with only a single entity, our lack of diversification may
subject us to numerous economic, competitive and regulatory developments, any or
all of which may have a substantial adverse impact upon the security industry.
Further, we would not be able to diversify our operations or benefit from the
possible spreading of risks or offsetting of losses, unlike other entities which
may have the resources to complete several business combinations in different
industries or different areas of a single industry. Accordingly, the prospects
for our success may be:




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




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




Alternatively,
if our business combination entails the simultaneous acquisitions of several
operating businesses and with different sellers, each such seller will need to
agree that the purchase of its business is contingent upon simultaneous closings
of the other acquisitions, which may make it more difficult for us, and delay
our ability, to complete the business combination. If we were to consummate a
business combination with several operating businesses, we could also face
additional risks, including burdens and costs with respect to possible multiple
negotiations and due diligence investigations (if there are multiple sellers)
and the additional risks associated with the subsequent assimilation of the
operations and services or products of the acquired companies into a single
operating business. If we are unable to adequately address these risks, it could
negatively impact our profitability and results of operations.




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




We expect
to encounter intense competition from other entities with business objectives
similar to ours including blank check companies, venture capital funds,
leveraged buyout funds and operating businesses competing for acquisitions. Many
of these entities are well established and have extensive experience in
identifying and effecting business combinations directly or through affiliates.
Many of these competitors possess greater technical, human and other resources
than we do and our financial resources will be relatively limited when
contrasted with those of many of these competitors. 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 certain target businesses.
Additionally, our outstanding Class W warrants and Class Z warrants, and the
future dilution they potentially represent, may not be viewed favorably by
certain target businesses. Any of these factors may place us at a competitive
disadvantage in successfully negotiating a business combination.




We
may have insufficient capital or 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.




We cannot
ascertain the capital requirements for any particular transaction. If the
capital available to us proves 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, 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.




6




Our
sole officer and director will apportion his time to other businesses which may
cause conflicts of interest in his determination as to how much time to devote
to our affairs.  This conflict of interest could have a negative
impact on our ability to consummate a business combination.




Our sole
officer and director engages in other businesses and is not required to devote
his full time or any specific number of hours to our affairs, which could create
a conflict of interest when allocating his time between our operations and his
other commitments.  We do not have and do not expect to have any full
time employees prior to the consummation of a business
combination.  If our management’s other business affairs requires him
to devote more substantial amounts of time to such affairs, it could limit his
ability to devote time to our affairs and could have a negative impact on our
ability to consummate a business combination.  We cannot assure you
that these conflicts will be resolved in our favor.




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




We issued
warrants to purchase 15,561,000 shares of common stock in our initial public
offering.  We have also issued to our initial security holders,
warrants to purchase 4,950,000 shares of common stock at an exercise price of
$5.00 per share. We also issued an option to certain of our securities to the
representative of the underwriters of our initial public offering which, if
exercised, will result in the issuance of an additional 510,000 shares of common
stock and 710,000 warrants.  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 and
option 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
and option 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 securities underlying the warrants and option 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 and
option are exercised, our existing stockholders may experience dilution of their
holdings.




Item 2. Properties




We do not
own any material property.  Our sole office is located at 1600 Tysons
Blvd., Suite 1150, McLean, Virginia, and is presently provided free of charge by
FI Investment Group, LLC, one of our shareholders.  We consider our
current office space adequate for our current operations.




Item
3.  Legal
Proceedings




To the
knowledge of our officers and directors, we are not a party to any legal
proceeding or litigation.


7


PART
II




Item 5.  Market For Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities




Following
our initial public offering in July 2006, our Series A units, Series B units,
common stock, Class B common stock, Class W warrants and Class Z warrants were
listed on the Over-the-Counter bulletin board under the symbols IGPAU, IGPBU,
IGPAA, IGPAB, IGPAW and IGPAZ, respectively.




Our Class
B common stock ceased trading on the Over-the-Counter bulletin board and was
cancelled and converted into a right to receive approximately $5.40 per share
from our trust fund on February 17, 2009. As a result of the cancellation of the
Class B common stock, our Series B units were mandatorily separated from their
associated Class W warrants and then cancelled on February 17,
2009.  Our Series A units, common stock, Class W warrants
and Class Z warrants now trade on the Over-the-Counter bulletin board under
the symbols IGPUE, IGPAE, IGPWE and IGPZE, respectively.




The
following table sets forth, for the calendar quarter indicated, the quarterly
high and low closing sale prices of our securities as reported on the
Over-the-Counter bulletin board in US dollars. The quotations listed below
reflect interdealer prices, without retail markup, markdown or commission and
may not necessarily represent actual transactions.




Common
      Stock
                                                                    
                                                                    
                                                                    Class
      W
                                                                      Warrants
                                                                    
                                                                    
                                                                    Class
      Z
                                                                      Warrants
                                                                    
                                                                    
                                                                    Series
      A UnitsHigh
                                                                    
                                                                    
                                                                    Low
                                                                    
                                                                    
                                                                    High
                                                                    
                                                                    
                                                                    High
                                                                    
                                                                    
                                                                    High
                                                                    
                                                                    
                                                                    High
                                                                    
                                                                    
                                                                    High
                                                                    
                                                                    
                                                                    High2007Third
      Quarter
                                                                    
                                                                    
                                                                    1.85
                                                                    
                                                                    
                                                                    
                                                                    1.32
                                                                    
                                                                    
                                                                    
                                                                    0.20
                                                                    
                                                                    
                                                                    
                                                                    0.15
                                                                    
                                                                    
                                                                    
                                                                    0.50
                                                                    
                                                                    
                                                                    
                                                                    0.30
                                                                    
                                                                    
                                                                    
                                                                    6.53
                                                                    
                                                                    
                                                                    
                                                                    5.42Fourth
      Quarter
                                                                    
                                                                    
                                                                    1.60
                                                                    
                                                                    
                                                                    
                                                                    0.80
                                                                    
                                                                    
                                                                    
                                                                    0.15
                                                                    
                                                                    
                                                                    
                                                                    0.06
                                                                    
                                                                    
                                                                    
                                                                    0.30
                                                                    
                                                                    
                                                                    
                                                                    0.15
                                                                    
                                                                    
                                                                    
                                                                    5.55
                                                                    
                                                                    
                                                                    
                                                                    2.752008First
      Quarter
                                                                    
                                                                    
                                                                    1.01
                                                                    
                                                                    
                                                                    
                                                                    0.60
                                                                    
                                                                    
                                                                    
                                                                    0.18
                                                                    
                                                                    
                                                                    
                                                                    0.04
                                                                    
                                                                    
                                                                    
                                                                    0.20
                                                                    
                                                                    
                                                                    
                                                                    0.13
                                                                    
                                                                    
                                                                    
                                                                    3.50
                                                                    
                                                                    
                                                                    
                                                                    2.00Second
      Quarter
                                                                    
                                                                    
                                                                    0.60
                                                                    
                                                                    
                                                                    
                                                                    0.18
                                                                    
                                                                    
                                                                    
                                                                    0.05
                                                                    
                                                                    
                                                                    
                                                                    0.01
                                                                    
                                                                    
                                                                    
                                                                    0.14
                                                                    
                                                                    
                                                                    
                                                                    0.01
                                                                    
                                                                    
                                                                    
                                                                    2.00
                                                                    
                                                                    
                                                                    
                                                                    0.62Third
      Quarter
                                                                    
                                                                    
                                                                    1.47
                                                                    
                                                                    
                                                                    
                                                                    0.24
                                                                    
                                                                    
                                                                    
                                                                    0.10
                                                                    
                                                                    
                                                                    
                                                                    0.01
                                                                    
                                                                    
                                                                    
                                                                    0.13
                                                                    
                                                                    
                                                                    
                                                                    0.01
                                                                    
                                                                    
                                                                    
                                                                    3.60
                                                                    
                                                                    
                                                                    
                                                                    0.60Fourth
      Quarter
                                                                    
                                                                    
                                                                    5.00
                                                                    
                                                                    
                                                                    
                                                                    0.75
                                                                    
                                                                    
                                                                    
                                                                    0.01
                                                                    
                                                                    
                                                                    
                                                                    0.002
                                                                    
                                                                    
                                                                    
                                                                    0.04
                                                                    
                                                                    
                                                                    
                                                                    0.01
                                                                    
                                                                    
                                                                    
                                                                    4.00
                                                                    
                                                                    
                                                                    
                                                                    1.052009First
      Quarter
                                                                    
                                                                    
                                                                    5.00
                                                                    
                                                                    
                                                                    
                                                                    5.00
                                                                    
                                                                    
                                                                    
                                                                    0.002
                                                                    
                                                                    
                                                                    
                                                                    0.0007
                                                                    
                                                                    
                                                                    
                                                                    0.01
                                                                    
                                                                    
                                                                    
                                                                    0.01
                                                                    
                                                                    
                                                                    
                                                                    1.05
                                                                    
                                                                    
                                                                    
                                                                    1.05Second
      Quarter
                                                                    
                                                                    
                                                                    5.00
                                                                    
                                                                    
                                                                    
                                                                    5.00
                                                                    
                                                                    
                                                                    
                                                                    0.0007
                                                                    
                                                                    
                                                                    
                                                                    0.0001
                                                                    
                                                                    
                                                                    
                                                                    0.01
                                                                    
                                                                    
                                                                    
                                                                    0.01
                                                                    
                                                                    
                                                                    
                                                                    1.05
                                                                    
                                                                    
                                                                    
                                                                    1.05Third
      Quarter
                                                                    
                                                                    
                                                                    5.00
                                                                    
                                                                    
                                                                    
                                                                    5.00
                                                                    
                                                                    
                                                                    
                                                                    0.0001
                                                                    
                                                                    
                                                                    
                                                                    0.0001
                                                                    
                                                                    
                                                                    
                                                                    0.01
                                                                    
                                                                    
                                                                    
                                                                    0.01
                                                                    
                                                                    
                                                                    
                                                                    1.05
                                                                    
                                                                    
                                                                    
                                                                    0.11




The
trading of our securities, especially our Class W and Class Z warrants, is
limited, and therefore there may not be deemed to be an established public
trading market under guidelines set forth by the SEC.  As of November
30, 2009, there were 3 stockholders of record of our common stock, 8 holders of
record of our Class W warrants, 8 holders of record of our Class Z warrants, and
1 holder of record of our Series A units. Such numbers do not include beneficial
owners holding shares, units or warrants through nominee names.




Dividends




We have
not paid any dividends on our units or our common stock to date and do not
intend to pay dividends.




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




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




General




We were
formed on August 1, 2005 to serve as a vehicle to effect a merger, capital stock
exchange, asset acquisition or other similar business combination with a
currently unidentified operating business which has operations or facilities
located in Israel, or which is a company operating outside of Israel which our
management believes would benefit from establishing operations or facilities in
Israel.On July 18,
2006, we completed our initial public offering of 500,000 Series A Units and
4,600,000 Series B Units.   We have neither engaged in any
operations, nor generated any revenues, nor incurred any debt or expenses other
than in connection with our initial public offering and thereafter, expenses
related to identifying and pursuing acquisitions of targets and expenses related
to liquidating our trust fund for the benefit of our Class B common stockholders
and reconstituting the Company as an ongoing business corporation.  We
have incurred expenses only in connection with (i) the preparation and filing of
our quarterly reports on Form 10-Q, annual reports on Form 10-K and proxy
statements in connection with the February 16, 2009 Stockholders’ Meeting and
(ii) travel expenses related to finding and developing acquisition
candidates.  Our travel expense policies are consistent with good
business practice, and we try to minimize such costs to the extent
possible.




8




At a
special meeting of our stockholders held on February 16, 2009, our stockholders
approved a proposal to distribute our trust fund for the benefit of our Class B
common stockholders, without the requirement that we dissolve and
liquidate.  As a result of the stockholder vote, we filed an amendment
to our certificate of incorporation which resulted in the cancellation of all
shares of our Class B common stock, and the conversion of those shares into the
right to receive a pro rata share of the trust fund
distribution.  Thereafter, our Class B common stock and Series B Units
ceased to be quoted on the Over-The-Counter bulletin board and ceased to trade
or be tradable, and the trust fund was distributed to the holders of Class B
common stock.




At a
continuation of the special stockholder meeting held on February 17, 2009, our
stockholders (then consisting only of holders of common stock) approved
proposals to amend and restate our certificate of incorporation to (i) remove
certain blank check company-related restrictions, including provisions which
required us to dissolve following the distribution of the trust fund and
provisions authorizing the Class B common stock, and (ii) increase the
authorized shares of common stock from 40,000,000 shares to 80,000,000
shares.  As a result of this stockholder vote, we filed an amended and
restated certificate of incorporation, which allowed us to continue our
corporate existence following the distribution of the trust fund.




Our
current plan is to acquire a target company or business seeking the perceived
advantages of being a publicly held corporation. Our current business consists
solely of identifying, researching and negotiating the purchase of a business
management deems to be in the best interest of our shareholders.  Our
principal business objective for the next 12 months and beyond such time will be
to achieve long-term growth potential through a combination with a business
rather than immediate, short-term earnings.  We will not restrict our
potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business.  We
cannot assure you that we will be able to locate an appropriate target business
or that we will be able to engage in a business combination with a target
business on favorable terms.




Results
of Operations




Net loss
for the year ended July 31, 2009 of $(66,898) consisted of interest income on
the trust fund investment of $304,526 and interest on cash and cash equivalents
of $1,616, offset by professional fees of $238,028, Delaware franchise taxes of
$8,052 and other operating expenses of $126,960, which consist of $17,903 for a
monthly administrative services agreement with an affiliate, $88,826 for
insurance, $1,137 for travel, and $19,904 for other expenses.




Net
income for the year ended July 31, 2008 of $798,309 consisted of interest income
on the trust fund investment of $1,470,978 and interest on cash and cash
equivalents of $27,725, offset by professional fees of $427,454, Delaware
franchise taxes of $77,631 and other operating expenses of $195,309, which
consist of $90,000 for a monthly administrative services agreement with an
affiliate, $61,110 for insurance, $33,3935 for travel, and $10,806 for other
expenses.




Net
income for the period from inception (August 1, 2005) to July 31, 2009 of
$2,125,834 consisted of interest income on the trust fund investment of
$3,623,908 and interest on cash and cash equivalents of $91,837, offset by
professional fees of $825,066, Delaware franchise taxes of $229,520 and other
operating expenses of $535,325, consisting of $202,984 for a monthly
administrative services agreement with an affiliate, $224,840 for insurance,
$68,124 for travel and $39,377 for other expenses.




Liquidity
and Capital Resources




We
consummated our initial public offering of 500,000 Series A units and 4,600,000
Series B units on July 18, 2006. On July 26, 2006, we consummated the closing of
an additional 32,500 Series A Units and 518,000 Series B Units that were subject
to the over-allotment option. Proceeds from our initial public offering were
approximately $52.9 million, net of underwriting and other expenses of
approximately $3.3 million, of which $51,691,800 was deposited into the trust
fund with American Stock Transfer & Trust Company as trustee, and the
remaining $1.2 million was held outside of the trust fund. The proceeds held
outside the trust are available to be used by us, and are being used by us, to
provide for business, legal and accounting due diligence on prospective
acquisitions and continuing general and administrative expenses.  The
proceeds held in the trust fund were distributed to our Class B stockholders
beginning on February 18, 2009 (see Note 3 to our audited financial statements
included elsewhere in this report).




9




As
indicated in the accompanying financial statements, at July 31, 2009, we had
$22,689 in cash, current liabilities of $60,117 and working capital deficit of
$$37,42. Further, we have incurred and expect to continue to incur costs in
pursuit of acquisition plans. We believe that we will
need to raise capital to fund ongoing operations, and we may be unable to
continue operations unless further financing is consummated. Costs for ongoing
operations are anticipated to include the compliance cost of continuing to
remain a public reporting company, and to fund the acquisition of an operating
business. There is no assurance that the Company’s plans to raise capital or to
consummate a transaction will be successful.




We do not
currently have any specific capital-raising plans. We may seek to issue equity
securities, including preferred securities for which we may determine the rights
and designations, common stock, warrants, equity rights, convertibles notes and
any combination of the foregoing. Any such offering may take the form of a
private placement, public offering, rights offering, other offering or any
combination of the foregoing at fixed or variable market prices or discounts to
prevailing market prices. We cannot assure you that we will be able to raise
sufficient capital on favorable, or any, terms. If the proposals, discussed
above, are approved we may be deemed to be a “blank check company” for purposes
of the federal securities laws. If we are deemed to be “blank check company”,
regulatory restrictions that are more restrictive than those currently set forth
in our certificate of incorporation may apply to any future public offerings by
us and may further limit our ability to raise funds for our
operations.




Critical
Accounting Policies




Our
significant accounting policies are described in Note 3 to our audited financial
statements included elsewhere in this report. We believe the following critical
accounting polices involved the most significant judgments and estimates used in
the preparation of our financial statements.




Item 9A(T). 
Controls and
Procedures




Evaluation
of Disclosure Controls and Procedures




Based on
the evaluation of our disclosure controls and procedures (as defined in the
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) required by Exchange
Act Rules 13a-15(b) or 15d-15(b), our chief executive officer and our chief
financial officer have concluded that as of the end of the period covered by
this report, our disclosure controls and procedures were effective.




Limitations
on the effectiveness of controls




A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within a company have been detected. Our disclosure controls and
procedures are designed to provide reasonable assurance of achieving its
objectives.




Management's
Report on Internal Control Over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as such term is defined in Exchange Act Rule
13a-15(f). Internal control over financial reporting is a process used to
provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of our financial statements for external purposes
in accordance with generally accepted accounting principles in the United
States. Internal control over financial reporting includes policies and
procedures that pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of our financial statements in accordance with generally
accepted accounting principles in the United States, and that our receipts and
expenditures are being made only in accordance with the authorization of our
board of directors and management; and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on our financial
statements.




An
internal control system over financial reporting has inherent limitations and
may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate. However,
these inherent limitations are known features of the financial reporting
process.  Therefore, it is possible to design into the process
safeguards to reduce, though not eliminate, this risk.




Our
management assessed the effectiveness of our internal control over financial
reporting as of July 31, 2009. In making this assessment, our management used
the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control — Integrated
Framework. Based on management’s assessment and those criteria, our
management believes that we maintained effective internal control over financial
reporting as of July 31, 2009.




10




This annual report does not include an attestation
report of our independent registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to
attestation by our independent registered public accounting firm pursuant to
temporary rules of the SEC that permit us to provide only management’s report in
this annual report.




Changes
in Internal Controls




There
were no changes in our internal controls over financial reporting during the
quarter ended July 31, 2009 that have materially affected, or are reasonably
likely to affect, our internal control over financial reporting.




11




PART
III




Item 10.  Directors,
Executive Officers and Corporate Governance




Our sole
executive officer and director as of November 30, 2009 is as
follows:




Name
              
              Age
              
              PositionJ.
      Patrick McMahon
              
              67
              
              Director,
      Chief Executive Officer, President, Chief Financial Officer, Secretary and
      Treasurer




J.
Patrick McMahon has served as a member of our board of directors and our Chief
Executive Officer, President, Chief Financial Officer, Secretary and Treasurer
since October, 2009.  Since November 2008, Mr. McMahon has served as a
counsel with the Government Contracts Group at General Counsel, P.C. in McLean,
VA, where he practices corporate law with a primary focus on companies that
offer information technology products and services to the federal
government.  From 1985 until 2008, Mr. McMahon was a partner at the
law firm of Barton, Baker, McMahon & Tolle, LLP.  Mr. McMahon has
a Bachelor of Arts degree from the University of Portland and a Juris Doctorate
from Willamette University College of Law.




Members
of our board of directors are elected at the annual meeting of stockholders and
are to serve until the next annual meeting of stockholders.




Our board
of directors does not have an audit committee nor do we have an audit committee
financial expert.  We do not believe the nature of our business is
such that an audit committee or audit committee financial expert would be useful
or necessary. Furthermore, we believe that the Company has inadequate financial
resources at this time to hire an audit committee financial expert.




We have
not adopted a Code of Ethics that applies to our principal executive officer or
principal financial officer, or persons performing similar functions, primarily
because we do not and will not have any operations until such time as we enter
into a business combination. We intend to adopt a Code of Ethics at or prior to
such time as we enter into a business combination.




Conflicts
of Interest and Other Information




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




·
            Mr.
      McMahon is not required to commit his full time to the Company’s affairs
      and, accordingly, may have conflicts of interest in allocating management
      time among various business
activities.




·
            In
      the course of his other business activities, Mr. McMahon may become aware
      of investment and business opportunities which may be appropriate for
      presentation to the Company as well as the other entities with which he is
      affiliated. Mr. McMahon may have conflicts of interest in determining to
      which entity a particular business opportunity should be
      presented.




·
            Mr.
      McMahon 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 the
Company.




·
            Mr.
      McMahon may enter into consulting or employment agreements with the
      Company as part of a business combination pursuant to which he may be
      entitled to compensation for his services following the business
      combination. The personal and financial interests of Mr. McMahon may
      influence his motivation in identifying and selecting a target business,
      and completing a business combination in a timely
  manner.




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:




·
            the
      corporation could financially undertake the
  opportunity;




·
            the
      opportunity is within the corporation’s line of business;
    and




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




12




Accordingly,
as a result of multiple business affiliations, Mr. McMahon 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 of directors 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. If any of
these conflicts are not resolved in our favor, it may diminish our ability to
complete a favorable business combination.




Board and Committee Meetings




Our board
of directors held a total of 3 meetings during the fiscal year ended July
31, 2009, in addition to taking action by unanimous written consent on
2 occasions.  During the fiscal year ended July 31, 2009, no
director attended fewer than 75% of the aggregate of the total number of
meetings of our board of directors.




Section
16(a) Beneficial; Ownership Reporting Compliance




Section 16(a) of the Exchange Act
requires our directors, officers, and persons that own more than 10% of a
registered class of our equity securities to file reports of ownership and
changes in ownership with the SEC. Our officers, directors and 10% stockholders
are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file. We prepare Section 16(a) forms on
behalf of our directors and officers based on the information provided by
them. Based solely on
review of this information, we believe that, during the 2009 fiscal year, no
reporting person failed to file the forms required by Section 16(a) of the
Exchange Act on a timely basis.




Item
11.  Executive
Compensation




None of
our executive officers or directors has received any cash compensation for
services rendered to the Company.




Since
August 1, 2005 and continuing through October 12, 2008, we paid Danash
Investment and Management Ltd., an entity owned solely by Dror Gad, our former
Chief Financial Officer and a former member of our board of directors, a fee of
$7,500 per month for office space and certain office and administrative
services. From August 1, 2005 through October 12, 2008, a total of approximately
$203,831 has been paid by us to Danash under this agreement.  We
believe, based on rents and fees for similar services in the Tel-Aviv, Israel
metropolitan area, that the fee charged by Danash was at least as favorable as
we could have obtained from an unaffiliated person. Other than this $7,500
per-month fee, no compensation of any kind, including finder’s and consulting
fees, will be paid to any of our officers or directors, or any of their
respective affiliates, for services rendered prior to or in connection with a
business combination. However, persons who were stockholders prior to our IPO,
including our former officers and directors, have received 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.




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




The
following table sets forth certain information regarding the beneficial
ownership of our common stock on November 30, 2009, by (1) each director
and named executive officer of our Company, (2) all directors and named
executive officers of our Company as a group, and (3) each person known by
us to own more than 5% of our common stock.  Applicable percentage
ownership in the following table is based on 1,065,100 shares of common
stock outstanding as of November 30, 2009.


Beneficial
ownership is determined in accordance with the rules of the SEC. In computing
the number of shares beneficially owned by a person and the percentage ownership
of that person, shares of common stock subject to options held by that person
that are currently exercisable or will become exercisable within 60 days
after November 30, 2009, are deemed outstanding, while the shares are not deemed
outstanding for purposes of computing percentage ownership of any other person.
Unless otherwise indicated in the footnotes below, the persons and entities
named in the table have sole voting or investment power with respect to all
shares beneficially owned, subject to community property laws where
applicable.


Unless
otherwise indicated, the principal address of each of the persons below is c/o
FI Investment Group, LLC, 1600 Tysons Blvd., Suite 1150, McLean, Virginia
22102.




13




Number ofShares
                        
                        
                        Percentage ofBeneficially
                        
                        
                        OutstandingOwned
                        
                        
                        SharesExecutive Officers and
      DirectorsJ.
      Patrick McMahon
                        
                        
                        -
                        
                        
                        
                        *
                        %All
      executive officers and directors as a group
(1 person)
                        
                        
                        -
                        
                        
                        
                        *
                        %Other 5%
      StockholdersFI
      Investment Group, LLC
                        
                        
                        534,300
                        
                        
                        
                        50.2
                        %Jack  Silver
                        
                        
                        92,000
                        
                        
                        
                        8.6
                        %




——————


*  Represents
beneficial ownership of less than 1%.


(1)
            Based
      on information contained in a Schedule 13D filed by FI Investment Group,
      LLC and Frank Islam on August 6, 2008.  FI Investment Group, LLC
      and Frank Islam share voting and dispositive power with respect to 534,300
      shares of our common stock.  Frank Islam is the principal of FI
      Investment Group, LLC.


(2)
              Based
      on information contained in a Schedule 13G filed on February 17, 2009 by
      Jack Silver and Sherleigh Associates Inc. Profit Sharing
      Plan.  Jack Silver beneficially owns 92,000 shares of our common
      stock held by Sherleigh Associates Inc. Profit Sharing Plan, a trust of
      which Mr. Silver is the trustee.  Mr. Silver has the sole voting
      and dispositive power with respect to all 92,000 shares of common stock
      beneficially owned by him.  The address for Mr. Silver and the
      Sherleigh Associates Inc. Profit Sharing Plan is c/o SIAR Capital LLC, 660
      Madison Avenue, New York, New York
10021.




Item
13.  Certain
Relationships and Related Transactions.




Other
than the transactions described below, since August 1, 2009 there have not been,
and there is not currently proposed, any transaction or series of similar
transactions to which we were or will be a participant in which the amount
involved exceeded or will exceed $120,000, and in which any director, executive
officer, holder of 5% or more of any class of our capital stock or any member of
the immediate family of any of the foregoing persons had or will have a direct
or indirect material interest.




On
September 12, 2008, we entered into an agreement with FI Investment Group LLC,
or FIIG, pursuant to which we propose to our stockholders, including the holders
of our Class B common stock, as an alternative to dissolution, amendments to our
certificate of incorporation allowing us to maintain our corporate existence and
provide for the prompt distribution of the funds being held in the trust fund
for the benefit of the holders of Class B common stock.  Our agreement
to present this alternative to our stockholders was subject to obtaining from
FIIG a commitment to extend a credit facility to provide us with additional
financial support if our funds were insufficient to meet our on-going
obligations and the costs associated with the proposals which were presented to
our stockholders.




Since
August 1, 2005 and continuing through October 12, 2008, we paid Danash
Investment and Management Ltd., an entity owned solely by Dror Gad, our former
Chief Financial Officer and a former member of our board of directors, a fee of
$7,500 per month for office space and certain office and administrative
services. From August 1, 2005 through October 12, 2008, a total of approximately
$203,831 has been paid by us to Danash under this agreement.  We
believe, based on rents and fees for similar services in the Tel-Aviv, Israel
metropolitan area, that the fee charged by Danash was at least as favorable as
we could have obtained from an unaffiliated person.  However, at the
time the Company entered into the arrangement with Danash, none of its directors
were deemed to be “independent” and, therefore, the Company did not have the
benefit of disinterested directors approving the transaction.




We have
reimbursed our initial securityholders, including our former 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.




Other
than the $7,500 per-month administrative fee which we paid Danash and the
reimbursements for out-of-pocket expenses paid to our former officers and
directors, no compensation or fees of any kind, including finders and consulting
fees, were paid to any of our initial securityholders, former officers or
directors, or to any of their affiliates prior to the distribution of the trust
fund.




None of
our officers and directors is required to or does commit his full time to our
affairs, and, accordingly, they may have conflicts of interest in allocating
their time among various business activities. Our directors own warrants that
are subject to lock-up agreements restricting their sale until a business
combination is successfully completed. Accordingly, our board may have a
conflict of interest in determining whether a particular target business is an
appropriate one with which to effect a business combination. Additionally, such
individuals may purchase units in the open market.




Item
14.  Principal
Accounting Fees and Services




Ziv Haft,
a BDO member firm and independent auditor, has audited our financial statements
for the fiscal year ended July 31, 2008.




14




On June
12, 2009, we appointed retained Gruber & Company, LLC as our independent
auditors for the fiscal year ended July 31, 2009. We anticipate that the Gruber
& Company will provide assistance during fiscal year 2010 with respect to
review of our quarterly filings with the SEC. However, we have not yet selected
an independent auditor with respect to the audit of our 2010 financial
statements.




The
aggregate fees billed to us by Ziv Haft for the fiscal years ended July 31, 2009
and 2008 are as follows:




2009
                  
                  
                  2008Audit
      Fees
                  
                  $
                  20,250
                  
                  
                  $
                  28,000Audit-Related
      Fees
                  
                  $
                  -
                  
                  
                  $
                  42,500Total
                  
                  $
                  20,250
                  
                  
                  $
                  70,500





(1)
            Audit
      Fees consist of fees incurred for the audits of our annual financial
      statements and the review of our interim financial
    statements.





(2)
            Audit-Related
      Fees consist of fees incurred for assurance and related services that are
      reasonably related to the performance of the audit or review of our
      financial statements and are not reported under the category “Audit Fees,”
      and include, but are not limited to, professional services related to
      consultation on proposed business
combinations.





The
aggregate fees billed to us by Gruber & Company, LLC  for the
fiscal year ended July 31, 2009 are as follows:





2009Audit
      Fees
                    
                    $
                    6,025Audit-Related
      Fees
                    
                    $
                    -Total
                    
                    $
                    6,025





(1)
              Audit
      Fees consist of fees incurred for the audits of our annual financial
      statements and the review of our interim financial
    statements.





2)
              Audit-Related
      Fees consist of fees incurred for assurance and related services that are
      reasonably related to the performance of the audit or review of our
      financial statements and are not reported under the category “Audit
      Fees.”





We
currently do not have an audit committee. However, our board of directors has
approved the services described above.




15


PART IV




Item 15. Exhibits and
Financial Statement Schedules




(a)  Documents filed as part of this
report:




Financial
Statements:




Reports
of Independent Registered Public Accounting Firms for the years ended July 31,
2009 and 2008;




Balance
sheets as of July 31, 2009 and 2008;




Statements
of operations for the years ended July 31, 2009 and 2008;




Statements
of cash flows for the years ended July 31, 2009 and 2008;




Statements
of shareholders’ equity for the years ended July 31, 2009 and 2008;
and




Notes to
financial statements.




All other
financial schedules are not required under the related instructions or are
inappropriate and, therefore, have been omitted.




(b)  Exhibits




The
exhibits listed in the accompanying Index to Exhibits are filed or incorporated
by reference as part of this report.




16


SIGNATURES




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




ISRAEL
      GROWTH PARTNERS ACQUISITION CORP.By:
              /s/J. Patrick McMahonJ.
      Patrick McMahonDirector,
      Chief Executive Officer, President, Chief Financial Officer, Secretary and
      TreasurerDate:December 2, 2009


17




Report
of independent Registered Public Accounting Firm




Board of
Directors and Stockholders


Israel
Growth Partners Acquisition Corp.





We have
audited the accompanying balance sheet of Israel Growth Partners Acquisition
Corp. (a development stage company) (the “Company”) as of July 31, 2009 and the
related statements of operations, stockholders equity (deficit), and cash flows
for the year ended July 31, 2009.  These consolidated 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 did not audit the cumulative data from August 1, 2005
to July 31, 2008 in the consolidated statements of operations, stockholders’
equity (deficit) and cash flows, which were audited by other auditors whose
report dated October 31, 2008 which expressed unqualified opinions (the report
was modified related to the uncertainty of the Company’s ability to continue as
a going concern) have been furnished to us.  Our opinion, insofar as
it relates to the amounts included for the cumulative period from August 1, 2005
(inception) to July 31, 2008 is based solely on the report of the other
auditors.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  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 Israel Growth Partners Acquisition
Corp. (a development stage company) as of July 31, 2009, and the results of its
operations and cash flows for the year ended July 31, 2009 and for the period
from August 1, 2005 (inception) through July 31, 2009 in conformity with
accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the
financial statements,  the Company has incurred and expects to
continue to incur costs in pursuit of its acquisition
plan.   These factors, among others, raise substantial doubt
about the Company’s ability to continue as a going
concern.  Management’s plans regarding those matters are also
described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.




Gruber
& Company, LLC





Lake
Saint Louis, Missouri


November
30, 2009


F-1






Report of
Independent Registered Public Accounting Firm
  Board of
Directors and Stockholders
 Israel
Growth Partners Acquisition Corp.
  We have
audited the accompanying balance sheets of Israel Growth Partners Acquisition
Corp. a corporation in the development stage (The “Company”) as of July 31, 2008
and 2007 and the related statements of operations, stockholders’ equity, and
cash flows for the years ended July 31, 2008 and July 31, 2007 and for the
period from inception (August 1, 2005) to July 31, 2008. 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 did not audit the statements of operations, stockholders’ equity
and cash flows for the period from August 1, 2005 (inception) to July 31,
2006. Those financial statements were audited by other auditors whose report has
been furnished to us, and our opinion, insofar as it relates to the amounts
included for such period, is based solely on the report of the other
auditors.
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 provide a reasonable
basis for our opinion.
  As
discussed in Note 1, the Company’s Certificate of Incorporation provided for
mandatory liquidation of the Company in the event that the Company did not
consummate a business combination within 18 months from the date of the
consummation of its initial public offering (“Offering”) (such date was January
18, 2008) or 24 months from the consummation of the Offering if certain
extension criteria had been satisfied (such date was July 18, 2008). In July
2008 the Company announced its termination of letters of intent for potential
business combinations, plans to distribute the amount held in the Trust Fund to
its Class B stockholders and intends to adopt a plan for continued corporate
existence. On October 20, 2008, the Company filed with the United States
Securities and Exchange Commission (“SEC”) a Preliminary Proxy Statement in
which it called a meeting of its shareholders to approve, among other things,
the distribution of the Trust Fund. Following approval by the shareholders, the
Trust Fund shall be liquidated and the proceeds distributed among the holders of
the Company’s Class B stockholders.
  In our
opinion, based on our audit and the report of other auditor, the financial
statements referred to above present fairly, in all material respects, the
financial position of the Company as of July 31, 2008 and 2007, and the results
of its operations and its cash flows for the years ended July 31, 2008 and 2007
and for the period from inception (August 1, 2005) to July 31, 2008, in
conformity with accounting principles generally accepted in the United States of
America.
  The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company will liquidate the Trust Fund and distribute the
proceeds among the holders of its Class B stockholders following approval of a
resolution to distribute of the Trust Fund by the Company’s shareholders at the
forthcoming shareholders’ meeting. Additionally, outside of the Trust Fund the
Company , has a remaining cash balance of $438,699, current liabilities of
$169,965 and expects to incur costs in pursuit of its acquisition plans for
which further financing will be required. The possibility that such further
financing and acquisitions will not be consummated raises substantial doubt as
to its ability to continue as a going concern.
  Tel-Aviv,
      IsraelOctober
      31, 2008
              
              
              /s/ Ziv
    HaftCertified
      Public Accountants (Isr.)a
      BDO member firm


F-2


Israel
Growth Partners Acquisition Corp.


Balance
Sheets




As
      of
                                        
                                        
                                        As
      ofJuly
      31, 2009
                                        
                                        
                                        July
      31, 2008ASSETSCurrent
      Assets:Cash and cash equivalents
                                        
                                        $
                                        22,689
                                        
                                        
                                        $
                                        438,699Investments held in Trustincluding interest receivable of $0 and $77,146 (Note
      1)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        55,011,182Prepaid expenses
                                        
                                        
                                        -
                                        
                                        
                                        
                                        63,986Total
      assets
                                        
                                        $
                                        22,689
                                        
                                        
                                        $
                                        55,513,867LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      Liabilities:Accrued expenses
                                        
                                        $
                                        60,117
                                        
                                        
                                        $
                                        169,965Common stock, Class B subject to redemption, (Notes 1)
                                        
                                        
                                        -
                                        
                                        
                                        
                                        55,011,182Total
      current liabilities
                                        
                                        
                                        60,117
                                        
                                        
                                        
                                        55,181,147Commitments
      (Note 4)Stockholders'
      Equity (Deficit) (Notes 2, 4 and 5)Common stock, par value $.0001 per share,80,000,000 shares authorized, 1,065,100 sharesissued and outstanding
                                        
                                        
                                        107
                                        
                                        
                                        
                                        107Common stock, Class B, par value $.0001 per share,12,000,000 shares authorized, 8,189,824 shares
    issued
                                        
                                        
                                        -
                                        
                                        
                                        
                                        819and outstanding (excluding 2,046,176 shares subject
    toconversion)Additional paid-in-capital
                                        
                                        
                                        1,460,540
                                        
                                        
                                        
                                        1,458,444Retained earnings (deficit) accumulated in the development
      stage
                                        
                                        
                                        (1,498,075
                                        )
                                        
                                        
                                        (1,126,650
                                        )Total
      stockholders' equity (deficit)
                                        
                                        
                                        (37,428
                                        )
                                        
                                        
                                        332,720Total
      liabilities and stockholders'
      equity
                                        
                                        $
                                        22,689
                                        
                                        
                                        $
                                        55,513,867




See Notes
to  the Financial Statements




F-3


Israel
Growth Partners Acquisition Corp.


Statements
of Operations




For
      the year ended
                          
                          
                          Period
      from inception(August
      1, 2005) toJuly
      31, 2009
                          
                          
                          July
      31, 2008
                          
                          
                          July
      31, 2009Revenue
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Operating
      expenses:Professional fees
                          
                          
                          238,028
                          
                          
                          
                          427,454
                          
                          
                          
                          825,066Delaware franchise tax
                          
                          
                          8,052
                          
                          
                          
                          77,631
                          
                          
                          
                          229,520Other general and administrative expenses (Note 4)
                          
                          
                          126,960
                          
                          
                          
                          195,309
                          
                          
                          
                          535,325Loss
      from operations
                          
                          
                          (373,040
                          )
                          
                          
                          (700,394
                          )
                          
                          
                          (1,589,911
                          )Interest
      Income
                          
                          
                          306,142
                          
                          
                          
                          1,498,703
                          
                          
                          
                          3,715,745Income
      (loss) before provision for income taxes
                          
                          
                          (66,898
                          )
                          
                          
                          798,309
                          
                          
                          
                          2,125,834Provision
      for income taxes
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Net
      income (loss) for the period
                          
                          $
                          (66,898
                          )
                          
                          $
                          798,309
                          
                          
                          $
                          2,125,834Accretion
      of Trust Fund relating to Class Bcommon stock subject to conversion
                          
                          
                          (64,605
                          )
                          
                          
                          (294,049
                          )
                          
                          
                          (734,003
                          )Net
      income (loss) attributable to other Class B stockholdersand
      common stockholders
                          
                          $
                          (131,503
                          )
                          
                          $
                          504,260
                          
                          
                          $
                          1,391,831Weighted
      average Class B common shares outstandingsubject to conversion (no Class B common shares
outstandingon
      July 31, 2009)
                          
                          
                          1,108,345
                          
                          
                          
                          2,046,176Net
      income per Class B common share subject toconversion,basic and diluted
                          
                          $
                          (0.12
                          )
                          
                          $
                          0.14Weighted
      average number of shares outstanding,basic and
      diluted
                          
                          
                          5,501,255
                          
                          
                          
                          9,254,924Net
      income (loss)per share,basic and diluted
                          
                          $
                          (0.02
                          )
                          
                          $
                          0.05




See Notes
to the Financial Statements




F-4


Israel
Growth Partners Acquisition Corp.


Statement
of Stockholders’ Equity




DeficitAdditional
                                                                            
                                                                            
                                                                            accumulated inCommon Stock
                                                                            
                                                                            Common Stock, Class B
                                                                            
                                                                            
                                                                            Paid -In
                                                                            
                                                                            
                                                                            the developmentShares
                                                                            
                                                                            
                                                                            Amount
                                                                            
                                                                            Shares
                                                                            
                                                                            
                                                                            Amount
                                                                            
                                                                            
                                                                            Capital
                                                                            
                                                                            
                                                                            stage
                                                                            
                                                                            
                                                                            TotalBalance,August 1, 2005 (inception)
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            -Issuance
      of Common Stock to initialstockholder
                                                                            
                                                                            
                                                                            100
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            500
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            500Issuance
      of 4,950,000 Warrantsat
      $0.05 Per Warrant
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            247,500
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            247,500Sale
      of 532,500 Series A Units, 5,118,000Series
      B Units through public offeringnet
      of underwriters' discount and offeringexpenses
      and net of proceeds of 10,333,190allocable
      to 2,046,176 shares of common stock,Class
      B subject to possible conversion
                                                                            
                                                                            
                                                                            1,065,000
                                                                            
                                                                            
                                                                            
                                                                            107
                                                                            
                                                                            
                                                                            8,189,824
                                                                            
                                                                            
                                                                            
                                                                            819
                                                                            
                                                                            
                                                                            
                                                                            42,567,464
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            42,568,390Proceeds
      from sale of underwriters'purchase
      option
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            100
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            100Accretion
      relating to Class B common stocksubject
      to possible conversion
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (5,853
                                                                            )
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (5,853
                                                                            )Net
      loss for the period
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            (84,852
                                                                            )
                                                                            
                                                                            
                                                                            (84,852
                                                                            )Balance,
      July 31, 2006
                                                                            
                                                                            
                                                                            1,065,100
                                                                            
                                                                            
                                                                            
                                                                            107
                                                                            
                                                                            
                                                                            8,189,824
                                                                            
                                                                            
                                                                            
                                                                            819
                                                                            
                                                                            
                                                                            
                                                                            42,809,711
                                                                            
                                                                            
                                                                            
                                                                            (84,852
                                                                            )
                                                                            
                                                                            
                                                                            42,725,785Accretion
      relating to Class B common stocksubject
      to possible conversion
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (369,496
                                                                            )
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (369,496
                                                                            )Net
      income for the period
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            1,479,275
                                                                            
                                                                            
                                                                            
                                                                            1,479,275Balance,
      July 31, 2007
                                                                            
                                                                            
                                                                            1,065,100
                                                                            
                                                                            
                                                                            $
                                                                            107
                                                                            
                                                                            
                                                                            8,189,824
                                                                            
                                                                            
                                                                            $
                                                                            819
                                                                            
                                                                            
                                                                            $
                                                                            42,440,215
                                                                            
                                                                            
                                                                            $
                                                                            1,394,423
                                                                            
                                                                            
                                                                            $
                                                                            43,835,564Accretion
      relating to Class B common stocksubject
      to possible conversion
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (294,049
                                                                            )
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (294,049
                                                                            )Net
      income for the period
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            798,309
                                                                            
                                                                            
                                                                            
                                                                            798,309Net
      income from inception to July 31, 2008before
      reclassification of interest earned on trust account
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            2,192,732
                                                                            
                                                                            
                                                                            
                                                                            -Reclassification
      of interest earned on trust account sinceinception
      to additional paid-in capital
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            3,319,382
                                                                            
                                                                            
                                                                            
                                                                            (3,319,382
                                                                            )
                                                                            
                                                                            
                                                                            -Reclassification
      of Class B common stock valuesubject
      to redemption to current liability
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (44,014,447
                                                                            )
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            (44,014,447
                                                                            )Proceeds
      from sale by beneficial owner of Class B stock
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            7,343
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            7,343Balance,
      July 31, 2008
                                                                            
                                                                            
                                                                            1,065,100
                                                                            
                                                                            
                                                                            $
                                                                            107
                                                                            
                                                                            
                                                                            8,189,824
                                                                            
                                                                            
                                                                            $
                                                                            819
                                                                            
                                                                            
                                                                            $
                                                                            1,458,444
                                                                            
                                                                            
                                                                            $
                                                                            (1,126,650
                                                                            )
                                                                            
                                                                            $
                                                                            332,720Accretion
      relating to Class B common stocksubject
      to possible conversion
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (64,605
                                                                            )
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (64,605
                                                                            )Reclassification
      of interest earned on trust accountto
      additional paid-in capital
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            304,527
                                                                            
                                                                            
                                                                            
                                                                            (304,527
                                                                            )
                                                                            
                                                                            
                                                                            -Reclassification
      of Class B common stock valuesubject
      to redemption to current liability
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (238,645
                                                                            )
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (238,645
                                                                            )Cancellation
      of B Common Stock
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (8,189,824
                                                                            )
                                                                            
                                                                            
                                                                            (819
                                                                            )
                                                                            
                                                                            
                                                                            819
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            -Net
      income for the period
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            
                                                                            (66,898
                                                                            )
                                                                            
                                                                            
                                                                            (66,898
                                                                            )Balance,
      April 30, 2009
                                                                            
                                                                            
                                                                            1,065,100
                                                                            
                                                                            
                                                                            $
                                                                            107
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            1,460,540
                                                                            
                                                                            
                                                                            $
                                                                            (1,498,075
                                                                            )
                                                                            
                                                                            $
                                                                            (37,428
                                                                            )




See Notes
to Financial Statements




F-5


Israel
Growth Partners Acquisition Corp.


Statements
of Cash Flows




For
      the year ended
                                              
                                              
                                              Period
      from inception
                                                (August
      1, 2005) toJuly 31, 2009
                                              
                                              
                                              July 31, 2008
                                              
                                              
                                              July 31, 2009CASH FLOWS FROM OPERATING
      ACTIVITIESNet income (loss) for the period
                                              
                                              $
                                              (66,898
                                              )
                                              
                                              $
                                              798,309
                                              
                                              
                                              $
                                              2,125,835Adjustments to reconcile net income to net cash used in operating
      activities:Gain on maturity of Securities held in Trust Fund
                                              
                                              
                                              (380,396
                                              )
                                              
                                              
                                              (1,545,605
                                              )
                                              
                                              
                                              (3,622,634
                                              )Changes in operating assets and liabilities:Decrease (increase) in interest receivable in trust
                                              
                                              
                                              77,146
                                              
                                              
                                              
                                              74,627
                                              
                                              
                                              
                                              -Decrease in accounts receivable - interest
                                              
                                              
                                              -
                                              
                                              
                                              
                                              1,025
                                              
                                              
                                              
                                              -Decrease (Increase) in prepaid expenses
                                              
                                              
                                              63,986
                                              
                                              
                                              
                                              (56,245
                                              )
                                              
                                              
                                              -(Decrease)
      Increase in accrued expenses
                                              
                                              
                                              (109,848
                                              )
                                              
                                              
                                              35,389
                                              
                                              
                                              
                                              60,117Net cash used in operating
      activities
                                              
                                              
                                              (416,010
                                              )
                                              
                                              
                                              (692,500
                                              )
                                              
                                              
                                              (1,436,682
                                              )CASH FLOWS FROM INVESTING
      ACTIVITIESPurchase of
      Securities held in trust
                                              
                                              
                                              (331,216,341
                                              )
                                              
                                              
                                              (651,834,229
                                              )
                                              
                                              
                                              (1,665,222,246
                                              )Maturity of
      Securities held in trust
                                              
                                              
                                              331,216,341
                                              
                                              
                                              
                                              651,834,229
                                              
                                              
                                              
                                              1,613,530,446Net cash used in investing
      activities
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              (51,691,800
                                              )CASH FLOWS FROM FINANCING
      ACTIVITIES
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              -Proceeds from issuance of common stock to initial
    stockholder
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              500Proceeds from issuance of warrants
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              247,500Proceeds from sale of underwriters' purchase option
                                              
                                              
                                              -
                                              
                                              
                                              
                                              
                                              
                                              
                                              
                                              100Portion of net proceeds from sale of Series B unitsthrough public offering allocable to shares ofcommon stock, Class B subject to possibleconversion
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              10,327,338Proceeds from sale by beneficial owner of Class B stock
                                              
                                              
                                              -
                                              
                                              
                                              
                                              7,343
                                              
                                              
                                              
                                              7,343Net proceeds from sale of Series A and B units through
    publicoffering allocable to stockholders' equity
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              42,568,390Net cash (used in) provided by
      financing activities
                                              
                                              
                                              -
                                              
                                              
                                              
                                              7,343
                                              
                                              
                                              
                                              53,151,171Net increase (decrease) in cash
      and cash equivalents
                                              
                                              
                                              (416,010
                                              )
                                              
                                              
                                              (685,157
                                              )
                                              
                                              
                                              22,689Cash
      and cash equivalentsBeginning of period
                                              
                                              
                                              438,699
                                              
                                              
                                              
                                              1,123,856
                                              
                                              
                                              
                                              -End of period
                                              
                                              $
                                              22,689
                                              
                                              
                                              $
                                              438,699
                                              
                                              
                                              $
                                              22,689Supplemental disclosure of
      non-cash financing activities:Fair value of underwriter purchase option included in offering
      costs
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              641,202Accretion of Trust Fund relating to Class B common stock subject to
      possible coversion
                                              
                                              $
                                              (65,605
                                              )
                                              
                                              $
                                              (294,049
                                              )
                                              
                                              $
                                              (735,003
                                              )Reclassification of Class B common stock to liability
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              44,014,447
                                              
                                              
                                              $
                                              -Reclassification of Class B, subject to possible conversion to
      liability
                                              
                                              $
                                              -
                                              
                                              
                                              $
                                              10,996,735
                                              
                                              
                                              $
                                              -




See Notes
to the Financial Statements




F-6




NOTES
TO FINANCIAL STATEMENTS




NOTE
1 – ORGANIZATION AND BUSINESS OPERATIONS




Israel
Growth Partners Acquisition Corp. (the “Company”) was incorporated in Delaware
on August 1, 2005 to serve as a vehicle to effect a merger, capital stock
exchange, asset acquisition or other similar business combination with a
currently unidentified operating business which has operations or facilities
located in Israel, or which is a company operating outside of Israel which the
Company’s management believes would benefit from establishing operations or
facilities in Israel (a “Target Business”). All activity from inception (August
1, 2005) through July 31, 2009 related to the Company’s formation and capital
raising activities. The Company has selected July 31 as its year
end.




The
Company is considered to be a development stage company and as such the
financial statements presented herein are presented in accordance with Statement
of Financial Accounting Standards (“SFAS”) No. 7, Accounting and Reporting By
Development Stage Enterprises




Organization:




The
registration statement for the Company’s initial public Offering (“Offering”)
was declared effective on July 11, 2006. The Company consummated the Offering of
500,000 series A Units (Note 2) and 4,600,000 Series B Units (Note 2) on July
18, 2006. On July 26, 2006, the Company consummated the closing of an additional
32,500 Series A Units and 518,000 Series B Units which were subject to an
over-allotment option granted to the underwriters. The Offering generated total
net proceeds of approximately $52.9 million of which $51.7 million was placed in
trust. The Company’s management has broad authority with respect to the
application of the proceeds of the Offering although substantially all of the
proceeds of the Offering are intended to be applied generally toward
consummating a merger, capital stock exchange, asset acquisition or other
similar transaction with a Target Business (a “Business Combination”). An amount
of $55,011,182 including accrued interest of $77,146 was being held in an
interest-bearing trust account (“Trust Fund”) to be returned to the holders of
Class B common stock if a Business Combination was  not contracted in
18 months, or consummated in 24 months, subsequent to the Offering (the “Target
Business Acquisition Period”).




Both the
Company's common stock and Class B common stock had one vote per share. However,
the Class B stockholders could, and the common stockholders could not, vote in
connection with a Business Combination. Since a Business Combination was not
consummated during the Target Business Acquisition Period, as noted above the
Trust Fund will be distributed pro-rata to all of the Class B common
stockholders and their Class B common shares will be cancelled and returned to
the status of authorized but unissued shares. Common stockholders will not
receive any of the proceeds from the Trust Fund.




Operations:




The
registration statement for the Company’s initial public offering (“Offering”)
was declared effective on July 11, 2006. The Company consummated the Offering of
500,000 series A Units (Note 2) and 4,600,000 Series B Units (Note 2) on July
18, 2006. On July 26, 2006, the Company consummated the closing of an additional
32,500 Series A Units and 518,000 Series B Units which were subject to an
over-allotment option granted to the underwriters. The Offering generated total
net proceeds of approximately $52.9 million of which $51.7 million was placed in
an interest-bearing trust account (“Trust Fund”). The Company’s management was
given broad authority with respect to the application of the proceeds of the
Offering although substantially all of the proceeds of the Offering were
intended to be applied generally toward consummating a merger, capital stock
exchange, asset acquisition or other similar transaction with a Target Business
(a “Business Combination”).  Under the terms of the Company’s
certificate of incorporation, the funds held in the Trust Fund were required to
be returned to the holders of Class B common stock if a Business Combination was
not contracted in 18 months, or consummated in 24 months, subsequent to the
Offering (the “Target Business Acquisition Period”).  Under the
Offering, the Company indicated its intent to dissolve in the event of a failure
to consummate a Business Combination within the Target Business Acquisition
Period.




Both the
Company’s common stock and Class B common stock had one vote per share. However,
the Class B stockholders could, and the common stockholders could not, vote in
connection with a Business Combination.




On March
6, 2008 the Company entered into a merger agreement with Negevtech Ltd., an
Israeli company. On July 18, 2008, the Company announced that it and Negevtech
had terminated their definitive agreement due to an inability to consummate the
transaction by that date, which was the last possible date that the Company
could consummate a transaction under its certificate of incorporation as
amended.  As a result, the Company announced plans to distribute the
amount held in the Trust Fund to its Class B stockholders.




On
September 12, 2008 the Company and FI Investment Group., LLC (“FIIG”), the
largest holder of shares of the Company’s $.0001 par value common stock, entered
into an agreement under which the Company, at the request of FIIG, agreed to
propose to its stockholders, including the holders of its shares of $.0001 par
value Class B common stock, as an alternative to dissolution, amendments to its
certificate of incorporation allowing the Company to maintain its corporate
existence and provide for the prompt distribution of the funds being held in
trust for the benefit of the holders of Class B common stock in connection with
the cancellation of their Class B shares.




F-7




The
agreement also provided FIIG with the right to appoint a member to the Company’s
board of directors.  Additionally, it provided for the resignation of
each of the Company’s directors and officers that were serving the Company as of
the date of the agreement upon the Company’s stockholders approval of the
amendments to the Company’s certificate of incorporation described in the
agreement and after all of the assets in the trust fund are distributed to the
holders of Class B common stock.




On
October 14, 2008, the Company announced that it had determined, in light of
current market uncertainties, to authorize the transfer of the funds being held
in the IPO trust account from a money market fund invested primarily in
municipal bonds into the Federated Treasury Obligations Fund - Institutional
Shares ($33.5 billion in assets as of September 30, 2008), a money market fund
invested in U.S. treasury and treasury repurchase agreements. The fund is held
in a brokerage account at Barclays Capital. The IPO trust account assets are
held in a custodial account at State Street Bank & Trust. The transfer of
$55,222,377.61 in IPO trust account assets was effected at par on October 7,
2008.




On
October 20, 2008, the Company filed a preliminary proxy statement, at the
request of FIIG, to hold a special stockholders meeting to consider proposals
for the distribution of the funds in the IPO trust account to the Class B common
stockholders and the cancellation of the outstanding shares of the Class B
common stock, without the requirement that the Company dissolve and liquidate,
and to allow the Company to continue its corporate existence after the
distribution of the trust fund by removing those provisions in the Company’s
certificate of incorporation that would require the Company to dissolve or
liquidate and that limit its status to a blank check company.




On
January 27, 2009 the Company’s Board of Directors set a meeting date of February
16, 2009, for the Company’s special meeting of stockholders to be held to
consider proposals to approve certain amendments to the Company’s certificate of
incorporation to allow the Company to distribute the proceeds of the Company’s
IPO trust account to the holders of its Class B common stock, and to allow the
Company to continue its corporate existence after the distribution of the trust
account, without requiring the dissolution and liquidation of the Company or to
approve the dissolution and liquidation of the Company.




At a
special meeting of stockholders held on February 16, 2009, the Company’s
stockholders approved a proposal to distribute the Company’s trust fund for the
benefit of its Class B common stockholders, without the requirement that the
Company dissolve and liquidate.  As a result of the stockholder vote,
the Company filed an amendment to its certificate of incorporation which
resulted in the cancellation of all shares of the Company’s Class B common
stock, and the conversion of those shares into the right to receive a pro rata
share of the trust fund distribution.  Thereafter, the Company’s Class
B common stock and Series B Units ceased to be quoted on the over-the-counter
bulletin board and ceased to trade or be tradeable, and the trust fund was
distributed to the holders of Class B common stock.  The total amount
of funds in the Trust Fund distributed to the holders of Class B common stock
was $55,315,709.   FIIG, the largest holder of shares of the
Company’s common stock, became the Company’s majority stockholder as a result of
the cancellation of the outstanding Class B common stock.




At a
continuation of the special stockholder meeting held on February 17, 2009, the
Company’s stockholders (then consisting only of holders of common stock)
approved proposals to amend and restate the Company’s certificate of
incorporation to (1) remove certain blank check company-related restrictions,
including provisions which required the Company to dissolve following the
distribution of the trust account and provisions authorizing the Class B common
stock, and (2) increase the authorized shares of common stock from 40,000,000
shares to 80,000,000 shares.  As a result of this stockholder vote,
the Company filed an amended and restated certificate of incorporation, which
allowed the Company to continue its corporate existence following the
distribution of the trust fund.




At a
meeting of the Company’s Board of Directors held on March 13, 2009, the Board of
Directors appointed Richard J. Roth, FIIG’s Managing Director and Chief
Financial Officer, and Abhishek Jain, Chief Executive Officer of WTP Capital,
LLC, to the Board of Directors.  Immediately following the appointment
of Mr. Roth and Mr. Jain, each of the remaining members of the Board of
Directors, Matty Karp, Carmel Vernia and Dror Gad, resigned from the Board of
Directors and as officers of the Company, resulting in Mr. Roth and Mr. Jain
continuing as the sole members of the Board of Directors.




Going concern consideration—
As indicated in the accompanying financial statements, at July 31, 2009, the
Company had $22,689 in cash, current liabilities of $60,117 and working capital
deficit of $37,428. Further, the Company has incurred and expects to continue to
incur costs in pursuit of its acquisition plans. These factors, among others,
indicate that the Company may be unable to continue operations as a going
concern unless further financing is consummated. There is no assurance that the
Company’s plans to raise capital or to consummate a transaction will be
successful.




F-8


NOTE 2 – OFFERING




In the
Offering, effective July 11, 2006, the Company sold to the public an aggregate
of 532,500 Series A Units (the “Series A Units” or a “Series A Unit”) and
5,118,000 Series B Units (the “Series B Units” or a “Series B Unit”) at a price
of $8.50 and $10.10 per unit, respectively. Proceeds from the Offering, totaled
approximately $52.9 million, which was net of approximately $3.3 million in
underwriting expenses and other registration costs incurred through July 26,
2006. Each Series A Unit consists of two shares of the Company’s common stock,
and ten Class Z Warrants (each a “Class Z Warrant”). Each Series B Unit consists
of two shares of the Company’s Class B common stock, and two Class W Warrants
(each a “Class W Warrant”).




Each
Class W Warrant included in the units sold in the Offering entitles the holder
to purchase from the Company one share of common stock at an exercise price of
$5.00, subject to adjustment in certain circumstances, commencing on the later
of (a) July 11, 2007 and (b) the completion of a Business Combination. The Class
W Warrants will expire on July 10, 2011 or earlier upon redemption. Each Class Z
Warrant included in the units sold in the Offering entitles the holder to
purchase from the Company one share of common stock at an exercise price of
$5.00, subject to adjustment in certain circumstances, commencing on the later
of (a) July 11, 2007 and (b) the completion of a Business Combination. The Class
Z Warrants will expire on July 10, 2013 or earlier upon redemption. The Company
may redeem the outstanding Class W Warrants and/or Class Z Warrants with the
prior consent of HCFP/Brenner Securities LLC (“HCFP”), the representative of the
underwriters of the Offering, in whole or in part, at a price of $.05 per
warrant at any time after the warrants become exercisable, upon a minimum of 30
days’ prior written notice of redemption, and if, and only if, the last sale
price of the Company’s common stock equals or exceeds $7.50 per share and $8.75
per share, for a Class W Warrant and a Class Z Warrant, respectively, for any 20
trading days within any 30 trading day period ending three business days before
the Company sent the notice of redemption.




The
Company has also sold to certain of the underwriters for an aggregate of $100,
an option (the “Underwriter’s Purchase Option” or “UPO”) to purchase up to a
total of 25,000 additional Series A Units and/or 230,000 additional Series B
Units (see Note 6).




NOTE 3 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES




CASH AND CASH EQUIVALENTS –
Included in cash and cash equivalents are deposits with financial institutions
as well as short-term money market instruments with maturities of three months
or less when purchased.




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




INVESTMENTS HELD IN TRUST –
Investments held in the Trust Fund at July 31, 2008 consisted of municipal money
fund securities with maturities of up to 30 days. Such securities generate
current income which is exempt from federal income tax and therefore no
provision for income taxes is required for the periods ended July 31, 2009 or
2008.   The entire amount in the Trust Fund was transferred on
October 7, 2008 at par into the Federated Treasury Obligations Fund -
Institutional Shares ($33.5 billion in assets as of September 30, 2008), a money
market fund invested in U.S. treasury and treasury repurchase agreements. The
fund was held in a brokerage account at Barclays Capital. See Note 1 –
Organization and Business Operations – Recent Events.  On February 16,
2009 the total amount of funds in the Trust Fund totaling $55,315,709 were
distributed to the holders of the Class B Common Stock.




INCOME TAXES – Deferred income
tax assets and liabilities are computed for differences between the financial
statement and tax bases of assets and liabilities that will result in future
taxable or deductible amounts and are based in enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred income tax assets to the amount expected to be realized. Franchise
taxes incurred in the State of Delaware are included in general and
administrative expenses.




NET INCOME PER SHARE – Net
income per share is computed based on the weighted average number of shares of
common stock and Class B common stock outstanding.




Basic
earnings (loss) per share is computed by dividing income (loss) available to
common stockholders by the weighted average common shares outstanding for the
period. Basic net income per share is calculated by dividing net income
attributable to (1) common and Class B stockholders and (2) Class B common
stockholders subject to possible conversion by their weighted average number of
common shares outstanding during the period. Diluted earnings per share reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock or resulted in
the issuance of common stock that then shared in the earnings of the entity.
Since the effect of outstanding warrants to purchase common stock and the UPO
are antidilutive, as their exercise prices are greater than the average market
price of common stock during the period, they have been excluded from the
Company’s computation of net income per share. Therefore, basic and diluted
income per share were the same for the period from inception (August 1, 2005)
through July 31, 2009.




F-9




FAIR VALUE OF FINANCIAL
INSTRUMENTS – The fair values of the Company’s assets and liabilities
that qualify as financial instruments under SFAS No. 107 approximate their
carrying amounts presented in the accompanying condensed balance sheets at July
31, 2009 and July 31, 2008




USE OF ESTIMATES – The
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.




NEW
ACCOUNTING PRONOUNCEMENTS




In
December 2007, the FASB issued SFAS 141 (revised 2007), Business Combinations
(“SFAS 141(R)”). SFAS 141(R) retains the fundamental requirements of the
original pronouncement requiring that the purchase method be used for all
business combinations, but also provides revised guidance for recognizing and
measuring identifiable assets and goodwill acquired and liabilities assumed
arising from contingencies, the capitalization of in-process research and
development at fair value, and the expensing of acquisition-related costs as
incurred. SFAS 141(R) is effective for fiscal years beginning after December 15,
2008. In the event that the Company completes acquisitions subsequent to its
adoption of SFAS 141 (R), the application of its provisions will likely have a
material impact on the Company’s results of operations, although the Company is
not currently able to estimate that impact.




In
December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51. SFAS 160
requires that ownership interests in subsidiaries held by parties other than the
parent, and the amount of consolidated net income, be clearly identified,
labeled and presented in the consolidated financial statements. It also requires
once a subsidiary is deconsolidated, any retained noncontrolling equity
investment in the former subsidiary be initially measured at fair value.
Sufficient disclosures are required to clearly identify and distinguish between
the interests of the parent and the interests of the noncontrolling owners. It
is effective for fiscal years beginning after December 15, 2008, and requires
retroactive adoption of the presentation and disclosure requirements for
existing minority interests. All other requirements are applied prospectively.
The Company does not expect the adoption of SFAS 160 to have a material impact
on its financial condition or results of operations.




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




NOTE 4 –
COMMITMENTS




Administrative
Services




Commencing
on July 11, 2006, the effective date of the Offering, the Company was obligated
to pay an affiliate of the Company’s chief financial officer, $7,500 per month
for office, secretarial and administrative services. An amount of $17,903 and
$90,000 for the year ended July 31, 2009 and ,2008, respectively, is included in
general and administrative expenses on the accompanying condensed statements of
operations and $202,984 for period from Inception (August 1, 2005) to July 31,
2009. The administrative service agreement was terminated on October 18,
2008.




Financial Advisory
Services




HCFP was
been engaged by the Company to act as the Company’s non-exclusive investment
banker in connection with a proposed Business Combination. For assisting the
Company in structuring and negotiating the terms of a Business Combination, the
Company would have paid HCFP a cash transaction fee of $1,500,000 upon
consummation of a Business Combination. The financial advisory service agreement
has been terminated.




Solicitation
Services




The
Company had engaged HCFP, on a non-exclusive basis, to act as its agent for the
solicitation of the exercise of the Company’s Class W Warrants and Class Z
Warrants. In consideration for solicitation services, the Company would have
paid HCFP a commission equal to 5% of the exercise price for each Class W
Warrant and Class Z Warrant exercised after July 10, 2007 if the exercise is
solicited by HCFP. No solicitation services were provided during the
year  ended July 31, 2009 and the agreement has been
terminated.




F-10


NOTE 5 – CAPITAL
STOCK




Preferred
Stock




The
Company is authorized to issue up to 5,000 shares of Preferred Stock with such
designations, voting, and other rights and preferences as may be determined from
time to time by the Board of Directors. No preferred shares were issued and
outstanding at July 31, 2008 or 2009.




Common Stock and
Class B Common Stock




As of
April 30, 2009, the Company is authorized to issue 80,000,000 shares of common
stock. As of April 30, 2009, there are 1,065,100 shares of the Company’s common
stock issued and outstanding.




As of
April 30, 2009, there are 46,967,900 authorized but unissued shares of the
Company’s common stock available for future issuance, after appropriate reserves
for the issuance of common stock in connection with the Class W Warrants and
Class Z Warrants, the Underwriters Purchase Option and the officer’s and
director’s Class W Warrants and Class Z Warrants.




The
Company currently has no commitments to issue any shares of common stock other
than as described herein; however, the Company will, in all likelihood, issue a
substantial number of additional shares in connection with any Business
Combination or future financing of the Company. To the extent that additional
shares of common stock are issued, dilution to the interests of the Company’s
stockholders who participated in the Offering will occur.




NOTE 6 – WARRANTS AND OPTION TO
PURCHASE COMMON STOCK




Warrants




In August
2005, the Company sold and issued Class W Warrants to purchase 2,475,000 shares
of the Company’s common stock, and Class Z Warrants to purchase 2,475,000 shares
of the Company’s common stock to its initial securityholders, for an aggregate
purchase price of $247,500, or $0.05 per warrant.




The Class
W and Class Z Warrants outstanding prior to the offering are also subject to a
registration rights agreement. On January 31, 2006, the Company and the initial
security holders entered into a registration rights agreement and a letter
agreement which revised the terms of the Company’s obligations under the warrant
and registration rights agreement to clarify that the Company will only deliver
unregistered common shares on the exercise of the warrants.




The Class
W Warrants and Class Z Warrants outstanding prior to the Offering may be
exercised with cash on or prior to their respective expiration dates. Although
the Company’s initial security holders may make a written demand that the
Company file a registration statement, the Company is only required to use its
best efforts to cause the registration statement to be declared effective and,
once effective, only to use its best efforts to maintain its effectiveness.
Accordingly, the Company’s obligation is merely to use its best efforts in
connection with the registration rights agreement and upon exercise of the
warrants, the Company can satisfy its obligation by delivering unregistered
shares of common stock.




Prior to
entering into to the registration rights agreement and the letter agreement on
January 31, 2006, the Company accounted for the Class W and Class Z Warrants
issued to the initial security holders as liabilities in accordance with the
guidance of EITF 00-19, Accounting for Derivative Financial Instruments Indexed
to, and Potentially Settled in, a Company’s Own Stock. Accordingly, the Company
recorded the fair value of the warrants of $247,500 as a non-current liability
on its balance sheet from the date of issuance through January 31, 2006. As a
result of entering into the registration rights agreement, the warrants no
longer are accounted for as liabilities and are classified in stockholder’s
equity. For the period from inception (August 1, 2005) to July 31, 2008, no
income (loss) was recorded related to recording the derivative to market value
as there was no change in the fair value of such securities. The Company
determined the fair value of the Class W and Class Z Warrants issued in August
2005 based on the aggregate purchase price paid to the Company of $247,500, or
$0.05 per Warrant.




On
January 31, 2006, the date of reclassification of the Warrants from liability to
equity, the Company estimated that the fair value of the Class W and Class Z
Warrants was still $0.05 per Warrant. The determination to value the Warrants at
$0.05 was based on the cash purchase price paid in August 2005 by the holders,
the fact that the Warrants were not publicly traded, the inherent price of $0.05
per Warrant contained in the Series A and Series B Units which were sold in the
Offering, and an evaluation of the differences in the rights and privileges of
the Warrants sold and issued in August 2005 versus the Warrants which were sold
in the Offering.




Each
Class W Warrant issued in the Offering and to the initial security holders is
exercisable with cash for one share of common stock. Except as set forth below,
the Class W Warrants entitle the holder to purchase shares at $5.00 per share,
subject to adjustment in the event of stock dividends and splits,
reclassifications, combinations and similar events for a period commencing on
the later of: (a) completion of the Business Combination and (b) July 10, 2007
and ending July 10, 2011. As of July 31, 2009 there were 12,711,000 Class W
Warrants outstanding.




F-11




Each
Class Z Warrant issued in the Offering and to the initial security holders is
exercisable with cash for one share of common stock. Except as set forth below,
the Class Z warrants entitle the holder to purchase shares at $5.00 per share,
subject to adjustment in the event of stock dividends and splits,
reclassifications, combinations and similar events for a period commencing on
the later of: (a) completion of the Business Combination and (b) July 10, 2007
and ending July 10, 2013. As of July 31, 2009 there were 7,800,000 Class Z
Warrants outstanding.




The Class
W Warrants and Class Z Warrants outstanding prior to the Offering, all of which
are held by the Company’s initial security holders or their affiliates, shall
not be redeemable by the Company as long as such warrants continue to be held by
such security holders or their affiliates. Except as set forth in the preceding
sentence, the Company may redeem the Class W Warrants and/or Class Z Warrants
with the prior consent of HCFP, in whole or in part, at a price of $.05 per
warrant at any time after the warrants become exercisable, upon a minimum of 30
days’ prior written notice of redemption, and if, and only if, the last sale
price of the Company’s common stock equals or exceeds $7.50 per share and $8.75
per share, for a Class W Warrant and Class Z Warrant, respectively, for any 20
trading days within a 30 trading day period ending three business days before
the Company sent the notice of redemption (the “Measurement Period”). In
addition, the Company may not redeem the Class W Warrants and/or the Class Z
Warrants unless the shares of common stock underlying such warrants are covered
by an effective registration statement from the beginning of the measurement
period through the date fixed for redemption.




The Class
W and Class Z Warrants issued in the Offering will not be exercisable unless a
registration statement covering the securities underlying the warrants is
effective or an exemption from registration is available. Accordingly if the
warrants are not able to be exercised such warrants may expire worthless. The
Company has no obligation to net cash settle the exercise of the
warrants.




The
holders of Class W Warrants and Class Z Warrants do not have the rights or
privileges of holders of the Company’s common stock or any voting rights until
such holders exercise their respective warrants and receive shares of the
Company’s common stock. As the proceeds from the exercise of the Class W
Warrants and Class Z




Warrants
will not be received until after the completion of a Business Combination, the
expected proceeds from exercise will not have any effect on the Company’s
financial condition or results of operations prior to a Business
Combination.




Underwriter Purchase
Option




In
connection with the Offering, the Company has issued to certain of the
underwriters the UPO for $100 to purchase up to 25,000 Series A Units at an
exercise price of $14.025 per unit and/or up to 230,000 Series B Units at an
exercise price of $16.665 per unit. The Series A Units and Series B Units
underlying the UPO will be exercisable in whole or in part, solely at HCFP’s
discretion, commencing on the later of (a) completion of a Business Combination
and (b) July 10, 2007 and ending July 10, 2011. The fair value of the UPO,
inclusive of the receipt of the $100 cash payment, has been accounted as an
expense of the Offering resulting in a charge directly to stockholders’ equity
with a corresponding credit to additional paid-in-capital. The Company computed
the fair value of the 25,000 Series A Units and 230,000 Series B Units
underlying the UPO was approximately $641,000 using a Black-Scholes
option-pricing model.




The fair
value of the UPO granted was estimated as of the date of grant using the
following assumptions: (1) expected volatility of 38.419%, (2) risk-free
interest rate of 5.10% and (3) contractual life of 5 years. The UPO may be
exercised for cash or on a “cashless” basis, at the holder’s option, such that
the holder may use the appreciated value of the UPO (the difference between the
exercise prices of the UPO and the underlying warrants and the market price of
the units and underlying securities) to exercise the UPO without the payment of
any cash. Each of the Series A Units and Series B Units included in the UPO are
identical to the Series A Units and Series B Units sold in the Offering, except
that the exercise price of the Class W Warrants underlying the Series B Units
and the Class Z Warrants underlying the Series A Units will be $5.50 per share
and the Class Z Warrants underlying the Series A Units shall only be exercisable
until the fifth anniversary of the Offering.




During
the registration process for the offering, the Company amended the form of UPO
to clarify that the Company has no obligation to net cash settle the exercise of
the UPO or the warrants underlying the UPO. The holder of the UPO will not be
entitled to exercise the UPO or the warrants underlying the UPO unless a
registration statement covering the securities underlying the UPO is effective
or an exemption from registration is available. If the holder is unable to
exercise the UPO or underlying warrants, the UPO or warrants, as applicable,
will expire worthless.




NOTE
7 – SUBSEQUENT  EVENTS




Effective
October 1, 2009, J. Patrick McMahon is appointed as a member of the Board of
Directors, and as Chief Executive Officer, President, Chief Financial Officer,
Secretary and Treasurer, of Israel Growth Partners Acquisition Corp. (the “Company”).  Also
effective on October 1, 2009, each of Abhishek Jain and Richard J. Roth will
resign as directors and officers of the Company.  As a result, as of
October 1, 2009, Mr. McMahon will constitute the sole member of the Company’s
Board of Directors and the sole officer of the Company.




F-12




In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” ("SFAS 165") [ASC
855-10-05], which provides guidance to establish general standards of accounting
for and disclosures of events that occur after the balance sheet
date  but before financial statements are issued or are available to
be issued. SFAS 165 also requires entities to disclose the date through which
subsequent events were evaluated as well as the rationale for why that date was
selected. SFAS 165 is effective for interim and annual periods ending after June
15, 2009, and accordingly, the Company adopted this pronouncement during the
last  quarter of its fiscal year ended July 31, 2009. SFAS 165
requires that public entities evaluate subsequent events through the date that
the financial statements are issued.  The Company has looked at
subsequent events through November 30, 2009 and has included all subsequent
events in Note 7 – Subsequent Events.




F-13


Index
to Exhibits




Exhibit
                  Number
                
                Description3.1
      (1)
                
                Third
      Amended and Restated Certificate of Incorporation3.2
      (2)
                
                Bylaws4.1
      (3)
                
                Specimen
      Series A Unit Certificate4.2
      (2)
                
                Specimen
      Common Stock Certificate4.3
      (4)
                
                Specimen
      Class W Warrant Certificate4.4
      (4)
                
                Specimen
      Class Z Warrant Certificate—-1 IS 2, 2 IS 3 and 4 IS 44.5
      (4)
                
                Unit
      Purchase Option granted to HCFP/Brenner Securities LLC4.6
      (4)
                
                Warrant
      Agreement between American Stock Transfer & Trust Company and the
      Registrant10.1
      (5)
                
                Investment
      Management Trust Agreement between American Stock Transfer & Trust
      Company and the Registrant10.2
      (6)
                
                Agreement
      among the Registrant and FI Investment Group, LLC, dated September 12,
      200831.1*
                
                Certification
      of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated
      under the Securities Exchange Act of 1934.31.2*
                
                Certification
      of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated
      under the Securities Exchange Act of 1934.32.1*
                
                Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.32.2*
                
                Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.







*
            Filed
      herewith.


(1)
            Incorporated
      by reference to an exhibit to the Registrant’s Current Report on Form 8-K
      filed with the Commission on March 19,
2009.


(2)
            Incorporated by reference to an
      exhibit to the Registrant’s Registration Statement of Form S-1 filed with
      the Commission on September 15,
2005.


(3)
            Incorporated
      by reference to an exhibit to Amendment No. 2 to the Registrant’s
      Registration Statement of Form S-1 filed with the Commission on February
      17, 2006.


(4)
            Incorporated
      by reference to an exhibit to Amendment No. 9 to the Registrant’s
      Registration Statement of Form S-1 filed with the Commission on July 6,
      2006.


(5)
            Incorporated
      by reference to an exhibit to Amendment No. 7 to the Registrant’s
      Registration Statement of Form S-1 filed with the Commission on June 22,
      2006.


(6)
            Incorporated
      by reference to an exhibit to the Registrant’s Current Report on Form 8-K
      filed with the Commission on September 17,
2008.