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# U.S. SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

# FORM 10-K

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

For The Fiscal Year
EndedJuly 31, 2008

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. Employer      
|incorporation or organization)  | Identification Number)

# 85 Medinat Hayehudim Herzlia, Israel 46140

(Address of Principal Executive Offices and Zip Code) 972-9-9602040

(Registrants Telephone Number, Including Area Code) Securities registered pursuant
to Section 12(b) of the Act:

NONE

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

Series A Units, each consisting of two shares of common stock, par value $.0001 per
share, ten Class Z  warrants

Series B Units, each consisting of two share of Class B Common stock, par value $.0001
per share, two Class  W warrants

# Common Stock, par
value $.0001 per share

# Class B Common Stock,
par value $.0001 per share

# Class W Warrants

# Class Z Warrants

Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o
No x



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Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 of the Act.

Yes o
No x

Indicate by checkmark whether the
registrant: (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

# Yes x No o

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

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):

|                                                                      |                            
|--------------------------------------------------------------------- | ---------------------------
|
|
|
|
|Large accelerated filer o                                             | Accelerated filer o        
|Non-accelerated filer o
(Do not check if a smaller reporting company) | Smaller reporting company x

Indicate by check mark whether the
registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.

# Yes xNo o

The aggregate market value of the
voting and non-voting common equity held by non-affiliates computed by reference to the
price at which the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently
completed second fiscal quarter was approximately $54,137, 025 (common stock and Class B
common stock).

Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest
practicable date.

|Class                                             | Outstanding at October 31, 2008
|------------------------------------------------- | -------------------------------
|
|
|
|
|Common Stock, par value $0.0001 per share         | 1,065,100                      
|Class B Common Stock, par value $0.0001 per share | 10,236,000                     

# DOCUMENTS INCORPORATED
BY REFERENCE

List hereunder the following
documents if incorporated by reference and the Part of the Form 10K (e.g. Part I, Part II,
etc.) into which the document is incorporated: (1) Any annual report to security
holders; (2) Any proxy or information statement; and (3) Any prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents
should be clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980).

None



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Forward Looking
Statements

The
statements discussed in this report include forward looking statements that involve risks
and uncertainties. You can identify these statements by forward-looking words such as
may, will, expect, anticipate,
believe, estimate, plans, and continue or
similar words. You should read statements that contain these words carefully because they
discuss our future expectations, contain projections of our future results of operations
or of our financial condition or state other forward-looking information.

We
believe it is important to communicate our expectations to our investors. However, there
may be events in the future that we are not able to accurately predict or over which we
have no control. The cautionary language in this annual report provide examples of risks,
uncertainties and events that may cause our actual results to differ materially from the
expectations we describe in our forward-looking statements. You should be aware that the
occurrence or non-occurrence of events described in this annual report or detailed from
time to time in our filings with the Securities and Exchange Commission could have a
material adverse effect on our business, operating results and financial condition,
including our ability to successfully consummate a business combination, and the other
risks detailed from time to time in our filings with the Securities and Exchange
Commission.

# PART I

|Item 1. | Business
|------- | --------

# Introduction

We
were incorporated in Delaware as a blank check company on August 1, 2005, to serve as a
vehicle for the acquisition of an operating business which has operations or facilities
located in Israel, or which is a company operating outside of Israel which management
believes would benefit from establishing operations or facilities in Israel.

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 account with American Stock Transfer & Trust Company as
trustee, or the Trust Fund, and the remaining $1.2 million was held outside of the Trust
Fund.

Our
certificate of incorporation requires us to distribute to our Class B common stockholders
the amount in our Trust Fund, including any accrued interest, if we do not effect a
business combination as described in the registration statement for our IPO within 18
months after the consummation of our IPO (July 18, 2006), or within 24 months after the
consummation of our IPO if a letter of intent, agreement in principle or definitive
agreement has been executed within 18 months after the consummation of our IPO and the
business combination has not been consummated within such 18 month period.

1

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Our
offices are located at 85 Medinat Hayehudim Herzlia, Israel 46140 and our telephone number
is 972-9-960-2040.

We
do not currently have a website and consequently do not make available materials we file
with or furnish to the Securities and Exchange Commission. We will provide electronic or
paper copies of such materials free of charge upon request.

# Acquisition Agreement

In
January 2008, we entered into a letter of intent to acquire Negevtech Ltd., which extended
the time available to consummate a business combination to July 18, 2008. In March 2008,
we entered into a definitive agreement to acquire Negevtech. On July 18, 2008, we
announced that we and Negevtech had terminated our definitive agreement due to an
inability to consummate the transaction by that date, which was the last possible date
that we could consummate a transaction under our certificate of incorporation as amended.
At that time, we also announced that we were commencing steps for the distribution of the
proceeds of the Trust Fund to the holders of shares of our Class B common stock and
evaluating alternatives that may be in the best interests of our stockholders, including
our potential liquidation and dissolution.

# Special Meeting of
Stockholders

After
our announcement on July 18, 2008 and the end of our fiscal year ended July 31, 2008, FI
Investment Group LLC, or FIIG, the largest holder of shares of our common stock, requested
us to continue our corporate existence following distribution of the Trust Fund, rather
than effecting a dissolution. On September 12, 2008, we entered into an agreement with
FIIG in which we agreed to present to our stockholders, as an alternative to dissolution,
amendments to our certificate of incorporation allowing us to maintain our corporate
existence on the condition that the amendments provide for the prompt distribution of all
proceeds in the Trust Fund to the holders of our Class B common stock.

At
the request of FIIG, our board of directors considered certain amendments to our
certificate of incorporation that would (1) expressly allow us to distribute the funds in
the Trust Fund to the Class B common stockholders and cancel the outstanding shares of our
Class B common stock, without the requirement that we dissolve and liquidate, and (2)
allow us to continue our corporate existence after the distribution of the Trust Fund by
removing those provisions that would require us to dissolve or liquidate and that limit
our status to a blank check company. After consideration, our board of directors has
declared the advisability of such amendments to our certificate of incorporation, and has
called a special meeting to allow stockholders to vote on the amendments. Information
relating to this special meeting is included in our preliminary proxy statement on
Schedule 14A, filed with the United States Securities and Exchange Commission, or SEC, on
October 20, 2008, and described further below under the caption Item 7
Managements Discussion and Analysis of Financial Condition and Results of
OperationsRecent Developments, and will be contained in a definitive proxy
statement we plan to file and mail to our stockholders.

2

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If
the proposals presented in the special meeting are not approved, then we will commence
proceedings to dissolve, liquidate and wind up in accordance with our existing certificate
of incorporation. As part of those proceedings, we will distribute the funds held in the
Trust Fund to holders of the Class B common stock, subject to receipt of stockholder
approval of a plan of distribution. For further information if we are required to dissolve
and liquidate, please see below under   Plan of Dissolution and
Liquidation.

Whether
the proposals in the special meeting are approved or not approved (and if not approved
after approval by our shareholders of a plan of dissolution and liquidation), we will
distribute to all of our Class B stockholders, in proportion to their respective equity
interest in the Class B common stock, an aggregate sum equal to the amount in our Trust
Fund, inclusive of any interest, and all then outstanding shares of Class B common stock
will be automatically cancelled. There will be no distribution from the Trust Fund with
respect to our common stock or our Class W and Class Z warrants. The amount available for
distribution per share of Class B common stock, including interest earned on the Trust
Fund, was approximately $5.39 per share as of September 30, 2008.

If
the proposals in the special meeting are approved, our common stock and all classes of
warrants will remain outstanding. If the proposals in the special meeting are not approved
and we dissolve and liquidate, we expect that, based on the amount of funds we currently
hold outside of the Trust Fund and our anticipated liabilities, the amount that would be
available for distribution to our common stockholders in liquidation, if any, would be
less than $0.10 per share. Our warrant holders will not be entitled to any amount upon
liquidation and dissolution.

The
proceeds deposited in the Trust Fund could, however, become subject to the claims of our
creditors which could be prior to the claims of our Class B stockholders. Each of our
executive officers have agreed that they will be personally liable to ensure that the
proceeds in the Trust Fund are not reduced by the claims of vendors or other entities that
are owed money by us for services rendered or contracted for or products sold to us, or by
any target business, and that have not executed an agreement waiving any right, title,
interest or claim of any kind in or to any monies held in the trust; provided, however,
that such liability shall not extend to claims of target businesses brought under Israeli
law or in Israeli courts. We have questioned these individuals and reviewed their
financial information and believe that each of these individuals has a substantial net
worth. Moreover, because our offices are located in Israel, it is likely that the vendors
and other entities with which we do business will be located in Israel and prospective
target businesses will likely have operations or facilities in Israel. We therefore expect
that most claims that could be brought against us would be brought under Israeli law
and/or in Israeli courts and will be outside the indemnification obligations of our
executive officers. As a result, we believe that these individuals will be able to satisfy
their indemnification obligations. However, we cannot assure you this will be the case.
Accordingly, the proceeds held in trust could be subject to claims which could take
priority over the claims of the holders of our Class B common stock. We cannot assure you
that the per-share distribution from the Trust Fund will not be less than $5.39 due to
claims of creditors.

3

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Additionally,
if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed
against us which is not dismissed, the proceeds held in the Trust Fund could be subject to
applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the
claims of third parties with priority over the claims of our stockholders. To the extent
any bankruptcy claims deplete the Trust Fund, we cannot assure you we will be able to
return to our Class B stockholders at least $5.39 per share.

# Management

Our
board of directors intend to continue serving as directors of IGPAC through the
distribution of the assets of the Trust Fund to our Class B common stockholders. Pursuant
to our agreement with FIIG, FIIG has the right to designate a person to be appointed to
our board of directors, and we have agreed to obtain the resignation of each of our
current directors which would take effect only if the proposals in the special meeting are
approved and after the distribution of the assets of the Trust Fund to our Class B common
stockholders. Upon the effectiveness of such resignations, the composition of our board of
directors would change and FIIG would have appointed the remaining director on our board
of directors. It is likely that our management would change following such a change in
composition of our board of directors.

If
the proposals put forth for a vote in the special meeting of shareholders are approved,
FIIG would become the owner of a majority of our outstanding capital stock, as a result of
the proposal which distributes the Trust Fund and to our Class B common stockholders and
cancels the outstanding shares of our Class B common stock. Based on information contained
in a Schedule 13D filed by FIIG and Frank Islam on August 6, 2008, FIIG and Frank Islam
share voting and dispositive power with respect to 534,300 shares of our common stock,
representing approximately 50.2%, or a majority, of the outstanding shares of our common
stock. As a result, our board of directors would likely consist of persons approved by
FIIG in any election of directors. See Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters  Changes in
Control.

In
addition, in light of the possibility of the Companys new, broader investment focus
beyond our initial requirement for a target business to be located in Israel or a company
located out of Israel which management believes would benefit from establishing operations
or facilities in Israel, and the expectation that the Company will 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. Any changes in the Companys
management will be promptly reported by the Company as required.

4

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Plan of Dissolution and Liquidation

We
currently believe that, if we are required to dissolve and liquidate because the
proposals in the special meeting are not approved, the following would occur:

| |  | our
board of directors will convene and adopt a specific plan of dissolution, which it will
then vote to recommend to our stockholders; at such time it will also cause to be
prepared a preliminary proxy statement setting out such plan of dissolution as well as
the boards recommendation of such plan;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | we
would file our preliminary proxy statement with the Securities and Exchange Commission
relating to             such dissolution and liquidation;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------

| |  | if
the Securities and Exchange Commission does not review the preliminary proxy statement,
then, 10 days following the filing of such preliminary proxy statement, we will mail the
definitive proxy statement to our stockholders, and approximately 30 days following the
mailing of such definitive proxy statement, we will convene a meeting of our
stockholders, at which they will either approve or reject our plan of dissolution and
distribution; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | if
the Securities and Exchange Commission does review the preliminary proxy statement, we
currently estimate that we will receive their comments approximately 30 days after the
filing of such proxy statement. We would then mail the definitive proxy statement to our
stockholders following the conclusion of the comment and review process (the length of
which we cannot predict with any certainty, and which may be substantial) and we will
convene a meeting of our stockholders at which they will either approve or reject our
plan of dissolution and distribution.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We
expect that all costs associated with the implementation and completion of our plan of
dissolution will be funded by any remaining net assets outside of the Trust Fund, although
we cannot assure you that there will be sufficient funds for such purpose. If such funds
are insufficient, we anticipate either our initial stockholders will advance us the funds
necessary to complete such dissolution and liquidation or we will be dissolved by court
order.

In
the event we seek stockholder approval for a plan of dissolution and do not obtain such
approval, we will nonetheless continue to pursue stockholder approval for our dissolution.
Holders of a majority of our outstanding common stock must approve our dissolution in
order for us to distribute the proceeds of the Trust Fund to our Class B common
stockholders, and to distribute our remaining net assets, if any, to our common
stockholders.

These
procedures, or a vote to reject any plan of dissolution by our stockholders, may result in
substantial delays or prohibit our liquidation and the distribution to our Class B common
stockholders of the proceeds of the Trust Fund.

5

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In
the event we obtain stockholder approval for a plan of dissolution, after the proceeds of
the Trust Fund have been distributed to our Class B stockholders, we will distribute any
remaining net assets to our holders of common stock. It is likely, however, that our
remaining net assets will be minimal following the expenditures incurred in connection
with the attempt to complete a business combination and, accordingly, such holders are
likely to lose all or substantially all of their investment. Accordingly, the holders of
our common stock will receive distributions on liquidation only in the event that the
amount of proceeds not held in trust exceeds the expenses we incur.

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.

6

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# Facilities

Until
October 12, 2008 we maintained our executive offices at Yahalom Tower (28th Floor), 3a
Zabotinski St., Ramat Gan 52520, Israel. 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 Chief Financial Officer and a 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
or is payable 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 Investment and Management Ltd. was at least as favorable as we could have obtained
from an unaffiliated person. Subsequent to October 12, 2008, we have maintained, on a
rent-free basis, our executive offices at 85 Medinat Hayehudim, Herzlia, Israel 46140.

# Employees

We
currently have three executive officers, all of whom are also members of our board of
directors. These individuals are not obligated to contribute any specific number of hours
to our matters and intend to devote only as much time as they deem necessary to our
affairs. The amount of time they will devote in any time period will vary based on whether
a target business has been selected for a business combination and the stage of the
business combination process that the company is in. Accordingly, once management locates
a suitable target business to acquire, they will spend more time investigating such target
business and negotiating and processing the business combination (and consequently more
time to our affairs) than they would prior to locating a suitable target business. 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, information statements and other information requests upon
request to our address at 85 Medinat Hayehudim Herzlia, Israel 46140. You may also inspect
and copy these reports, proxy statements and other information, and related exhibits and
schedules, at the Public Reference Room of the SEC at 100F 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.

7

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|Item 1A. |  | Risk
Factors
|-------- |  | ------------

An investment in our securities
involves a high degree of risk. You should consider carefully all of the material risks
described below, together with the other information contained in this Form 10-K, in
evaluating our business, financial condition, operating results and prospects.

Risks associated with
the distribution of the Trust Fund

If third parties bring
claims against us, the proceeds held in trust could be reduced and the per-share
distribution received by Class B stockholders from the trust fund following stockholder approval
of the plan of dissolution could be less than $5.39 per share.

Our
placing of funds in trust may not protect those funds from third party claims against us.
Although we will seek to have all vendors, prospective target businesses or other entities
we engage, execute agreements with us waiving any right, title, interest or claim of any
kind in or to any monies held in the Trust Fund for the benefit of the holders of our
Class B common stock, there is no guarantee that they will execute such agreements or that
even if they execute such agreements that they would be prevented from bringing claims
against the Trust Fund. Nor is there any guarantee that such entities will agree to waive
any claims they may have in the future as a result of, or arising out of, any
negotiations, contracts or agreements with us and will not seek recourse against the Trust
Fund for any reason. If our stockholders resolve to distribute the Trust Fund and we
distribute the proceeds held in trust to the holders of our Class B common stock, our
executive officers Matty Karp, Carmel Vernia and Dror Gad, have agreed that they will be
personally liable to ensure that the proceeds in the Trust Fund are not reduced by the
claims, if any, of vendors or other entities that are owed money by us for services
rendered or contracted for or products sold to us, or by any target business, and that
have not executed an agreement waiving any right, title, interest or claim of any kind in
or to any monies held in the trust; provided, however, that such liability shall not
extend to claims of target businesses brought under Israeli law or in Israeli courts. We
have questioned these individuals and reviewed their financial information and believe
that each of these individuals has a substantial net worth. As a result, and because of
the significant limitations on their indemnification obligations described above, we
believe that these individuals will be able to satisfy their indemnification obligations.
However, we cannot assure you this will be the case. Accordingly, the proceeds held in
trust could be subject to claims which could take priority over the claims of the holders
of our Class B common stock and we cannot assure you that the per-share distribution from
the Trust Fund will not be less than the per share amount in the Trust Fund,
which was approximately
$5.39 as of September 30, 2008, due to claims of creditors.

Additionally,
if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed
against us which is not dismissed, the proceeds held in the Trust Fund could be subject to
applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the
claims of third parties with priority over the claims of our stockholders. To the extent
any bankruptcy claims deplete the Trust Fund, we cannot assure you we will be able to
return to our Class B stockholders at least $5.39 per share.

8

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

Under
Sections 280 through 282 of the Delaware General Corporation Law, stockholders may be held
liable for claims by third parties against a corporation to the extent of distributions
received by them in a dissolution. If the corporation complies with certain procedures
intended to ensure that it makes reasonable provision for all claims against it, including
a 60-day notice period during which any third-party claims can be brought against the
corporation, a 90-day period during which the corporation may reject any claims brought,
and an additional 150-day waiting period before any liquidating distributions are made to
stockholders, any liability of stockholders with respect to a liquidating distribution is
limited to the lesser of such stockholders pro rata share of the claim or the amount
distributed to the stockholder, and any liability of the stockholder would be barred after
the third anniversary of the dissolution. However, it is our intention to distribute the
proceeds of the Trust Fund to our Class B common stockholders promptly after receiving
stockholder approval for our plan of dissolution andmake liquidating distributions
to our common stockholders as soon as reasonably possible after dissolution and,
therefore, we do not intend to comply with those procedures. As such, our common
stockholders and Class B common stockholders could potentially be liable for any
claims to the extent of distributions received by them in a dissolution and any liability
of our common stockholders and Class B stockholders may extend beyond the third
anniversary of such dissolution. Accordingly, we cannot assure you that third parties will
not seek to recover from our common stockholders and Class B stockholders amounts owed to
them by us.

Additionally,
if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed
against us which is not dismissed, any distributions received by stockholders could be
viewed under applicable debtor/creditor and/or bankruptcy laws as either a
preferential transfer or a fraudulent conveyance. As a result, a
bankruptcy court could seek to recover all amounts received by our stockholders in our
dissolution.

If we do not receive the
approval of our stockholders to the proposals mentioned above under the caption Item 1
 Business  Special Meeting of Stockholders , payments from the Trust
Fund to our Class B common stockholders and liquidation of our remaining assets may be delayed.

If
we do not receive the approval of our stockholders to the proposals mentioned above under
the caption Item 1  Business  Special Meeting of Stockholders
within the prescribed time periods, we will take all action necessary to dissolve,
liquidate and wind up as soon as reasonably practicable, in accordance with our existing
certificate of incorporation. As part of these procedures, we will distribute the funds
held in the Trust Fund to holders of the Class B common stock, subject to receipt of
stockholder approval of a plan of distribution if the Distribution Proposal is not
approved.

9

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Any
remaining net assets after the distribution of the funds in the Trust Fund to our
Class B common stockholders will be distributed to the holders of our common stock.
We expect that, based on the amount of funds we currently hold outside of the Trust Fund
and our anticipated liabilities, the amount that would be available for distribution to
our common stockholders in liquidation, if any, would be less than $0.10 per share. On
September 30, 2008, we had approximately $310,000 in cash outside the Trust Fund, subject
to outstanding liabilities as of that date. In addition to satisfying these liabilities,
we anticipate incurring additional professional, legal and accounting fees in connection
with the preparation and filing of this proxy statement, the special meeting described in
this proxy statement and, if applicable, our dissolution and liquidation

In
the event we seek stockholder approval for a plan of dissolution and do not obtain such
approval, we will nonetheless continue to pursue stockholder approval for our dissolution.
The funds held in our Trust Fund may not be distributed except following stockholder
approval of our dissolution and, unless and until such approval is obtained from our
stockholders, the funds held in the Trust Fund will not be released. A vote by our
stockholders to reject any plan of dissolution submitted to them for approval may result
in substantial delays or prohibit distribution of the funds held in the Trust Fund to our
Class B common stockholders. Consequently, holders of a majority of our outstanding stock
must approve our dissolution in order for our Class B common stockholders to receive the
funds held in the Trust Fund and the funds will not be available for any other corporate
purpose.

These
procedures, or a vote to reject any plan of dissolution and distribution by our
stockholders, may result in substantial delays in the distribution of the Trust Fund to
our Class B common stockholders and liquidation of our remaining assets to our common
stockholders.

We could become subject
to more onerous restrictions on future public offerings.

If
our stockholders approve the proposals mentioned in the section entitled Special Meeting
of Stockholders, we are likely to continue to be deemed a shell company under
the federal securities laws. A shell company is a public reporting company
that has no or nominal assets (other than cash), and no or nominal operations. Shell
companies are subject to certain special rules under the federal securities laws,
including:

| |  | specific
disclosure requirements on Form 8-K upon the consummation of a transaction that effects a
change in control or changes the shell company into a non-shell company;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | limitations
in the use of certain short-form registration statements under the Securities Act while a
shell company, including Form S-8 registration statements used in connection with
employee benefit plans;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | ineligibility
for certain streamlined procedures and publicity rules in connection with public
offerings while a shell company and for a period of three years thereafter; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | unavailability
of the resale provisions of Rule 144 of the Securities Act until one year following the
Form 8-K disclosure described above.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------

10

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In addition, we may be deemed a
blank check company under the federal securities laws which could result in
restrictions on any future public offerings of our securities. Following the amendment and
restatement of our certificate of incorporation and the distribution of the funds in the
Trust Fund, we may be deemed a blank check company for the purposes of Rule
419 promulgated under the Securities Act of 1933 (the Securities Act). Rule
419 imposes strict restrictions on the handling of the proceeds received, and securities
issued, in an offering registered under the Securities Act by a blank check
company as defined in Rule 419, including a mandatory escrow of the offering
proceeds, a process of stockholder reconfirmation when a business combination
is announced and a ban on the trading of the securities sold, pending the consummation of
a business combination, which must occur within 18 months of the offering.

Rule
419 defines a blank check company as:

| |  | a
development stage company that has no specific business plan or purpose or has indicated
that its business plan is to engage in a merger or acquisition with an unidentified
company or companies, or other entity or person; and
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | issuing
penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act of
1934 (the Exchange Act).
| | - | ----------------------------------------------------------------------------------------------------------------

There
are several bases on which exemptions from the application of Rule 419 exist, including
raising capital through a private offering exempt from registration under the Securities
Act, raising net proceeds in excess of $5 million in a public offering that is a firm
commitment underwritten offering and raising capital in a public offering in connection
with the acquisition of an identified company. Although we intend to conduct any future
capital raising in a manner that is exempt from Rule 419, there can be no assurances that
any future capital raising transactions will qualify for such an exemption.

We cannot assure you that
our common stock and warrants will continue to be qualified to be quoted on the OTC Bulletin
Board, if our stockholders approve the proposals mentioned in the section above entitled Item 1
 Business  Special Meeting of Stockholders.

Our
outstanding common stock, Class B common stock, warrants and units are currently quoted on
the OTC Bulletin Board. If our stockholders approve the proposals mentioned in the section
entitled Special Meeting of Stockholders, and after the distribution of the funds in the
Trust Fund, we cannot assure you that our common stock will continue to be quoted on the
OTC Bulletin Board. To continue trading on the OTC Bulletin Board, we must continue to
timely file public reports and satisfy the OTC Bulletin Boards minimum stockholder
requirements. We believe that the OTC Bulletin Board unofficially requires at least 35 to
40 stockholders with at least 100 tradable shares each (known as round lot
shareholders) to allow a stock to trade there. Concurrent with the IPO, we filed a
registration statement on Form 8-A with the SEC registering the units, the common stock,
the Class B common stock and the warrants under Section 12(g) of the Exchange Act.
While such registration is in effect, we are a reporting company under the federal
securities laws. At this time, we have no intention of seeking to deregister our common
stock under the Exchange Act and plan to continue to file public reports as long as such
registration is in effect. Nonetheless, we cannot assure you that our common stock or
warrants will remain eligible for quotation on the OTC Bulletin Board.

11

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Risks associated with
our business

We may need to raise
additional capital to operate our business.

We
have plans to raise additional capital by way of a credit line from FIIG, which if the
proposals mentioned in the section entitled Special Meeting of Stockholders are approved
will be our majority stockholder. The agreement by and between the Company and FIIG dated
September 12, 2008 states that FIIG will supply us with a credit line if we reasonably
determine that insufficient funds exist (based upon a review of similar transactions and
their associated costs), for the period until the time such proposals are approved and all
of the Trust Fund assets are distributed to the holders of our Class B common stock . We
believe that if we will find that we have insufficient funds, FIIG will lengthen the
period in which they will extend to us the credit line. However there can be no assurances
that such capital will be raised on a timely basis or will be adequate to fund the Company
through the acquisition of an operating business. Any transaction by us to raise capital
may result in the dilution of existing investors who do not participate in the
transaction. Failure to raise adequate funds in timely fashion will likely result in the
termination our operations and the loss of investors entire investment in the
Company.

We are a development
stage company with no operating history and very limited resources.

We
are a development stage company with no operating results to date. Since we do not have an
operating history, you will have no basis upon which to evaluate our ability to achieve
our business objective, which is to acquire an operating business. We have no present
revenue and will not generate any revenue (other than perhaps interest income on capital
raised to fund our operations, if any) until, at the earliest, after the consummation of a
business combination. We cannot tell you when or if a business combination will occur.

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.

12

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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
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.

13

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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. However, because we will have distributed the
amounts currently being held in the Trust Fund prior to completing any business
combination, it is likely that we will be required to seek additional financing to
complete any business combination. We cannot assure you that such financing would be
available on acceptable terms, if at all. To the extent that additional financing proves
to be unavailable when needed to consummate a particular business combination, we would be
compelled to restructure the transaction or abandon that particular business combination
and seek an alternative target business candidate. In addition, if we consummate a
business combination, we may require additional financing to fund the operations or growth
of the target business. The failure to secure additional financing could have a material
adverse effect on the continued development or growth of the target business. None of our
officers, directors or stockholders is required to provide any financing to us in
connection with or after a business combination.

Our major shareholder
could become the owner of a controlling stake in our company and has the right to
appoint a member or members of our board of directors.

If
the proposals mentioned above under the caption Item 1  Business 
Special Meeting of Stockholders are approved, FIIG would become the owner of a
majority of our outstanding capital stock, as a result of the proposal which distributes
the Trust Fund and to our Class B common stockholders and cancels the outstanding shares
of our Class B common stock. Based on information contained in a Schedule 13D filed by
FIIG and Frank Islam on August 6, 2008, FIIG and Frank Islam share voting and dispositive
power with respect to 534,300 shares of our common stock, representing approximately
50.2%, or a majority, of the outstanding shares of our common stock. As a result, our
board of directors would likely consist of persons approved by FIIG in an election of
directors.

14

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Our
board of directors intend to continue to serve as directors of IGPAC through the
distribution of the assets of the Trust Fund to our Class B common stockholders. Pursuant
to our agreement with FIIG dated September 12, 2008, FIIG has the right to designate a
person to be appointed to our board of directors, and we have agreed to obtain the
resignation of each of our current directors which would take effect only if the proposals
in the special meeting are approved and after the distribution of the assets of the Trust
Fund to our Class B common stockholders. Upon the effectiveness of such resignations, the
composition of our board of directors would change and FIIG would have appointed the
remaining director on our board of directors. It is possible that FIIG or the appointee of
FIIG on our board of directors would appoint replacement directors to our board of
directors which might not include an independent director to represent the interests of
our unaffiliated stockholders.

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

In
connection with our initial public offering, as part of the Series A units and Series B
units, we issued warrants to purchase 15,561,000 shares of common stock. We have also
issued to our initial security holders, including our current officers and directors
and/or certain of their affiliates, 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 purchase 25,000
Series A units and/or 230,000 Series B units to the representative of the underwriters
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 the potential 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 shares underlying the warrants and options, to the extent
they are exercisable, 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, you may experience dilution to your holdings.

|Item 1B. | Unresolved Staff Comments.
|-------- | --------------------------

Not applicable.

15

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|Item 2. | Properties.
|------- | -----------

We do not own any material property.
Until October 12, 2008, we maintained our executive offices at Yahalom Tower (28th Floor),
3a Zabotinski St., Ramat Gan 52520, Israel. The cost for this space was included in
the $7,500 per-month fee Danash Investment and Management Ltd. charges us for general and
administrative services pursuant to a letter agreement between us and Danash Investment
and Management Ltd., an affiliate of Mr. Dror Gad, our Chief Financial Officer, Executive
Vice President and Director. We believe, based on rents and fees for similar services in
the Tel-Aviv, Israel metropolitan area, that the fee charged by Danash Investment and
Management Ltd. is at least as favorable as we could have obtained from an unaffiliated
person. Subsequent to October 12, 2008, we have maintained, on a rent-free basis, our
executive offices at 85 Medinat Hayehudim, Herzlia, Israel 46140.

|Item 3. | Legal Proceedings.
|------- | ------------------

We
are not party to any litigation, and we are not aware of any threatened litigation that
would have a material adverse effect on us or our business.

|Item 4. | Submission of Matters to a Vote of Security Holders.
|------- | ----------------------------------------------------

No
matters were submitted to a vote of security holders during the fourth quarter of the
fiscal period ended July 31, 2008.

# PART II

|Item 5. | Market
For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
EquitySecurities.
|------- | ------------------------------------------------------------------------------------------------------------

Our
Series A Units and Series B Units have traded on the OTC Bulletin Board under the symbols
IGPAU.OB and IGPBU.OB, respectively, since July 13, 2006, the date
of the initial public offering of our securities. On October 4, 2006, the common stock,
Class B common stock, Class W warrants and Class Z warrants included in the Series A Units
and Series B Units commenced separate trading under the symbols IGPAA,
IGPAB, IGPAW and IGPAZ.

The
following table sets forth, for the calendar quarters indicated, the quarterly high and
low closing bid information of our common stock, warrants and units as reported on the OTC
Bulletin Board. The quotations listed below reflect interdealer prices, without retail
markup, markdown or commission and may not necessarily represent actual transactions.

16

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|                   | Common Stock | Class B
Common Stock | Class W
Warrants | Class Z
Warrants | Series A Units | Series B Units
|------------------ | ------------ | -------------------- | ---------------- | ---------------- | -------------- | --------------
|
|
|
|
|2006               |              |                      |                  |                  |                |               
|Third Quarter (1)  |              |                      | $                | -                |                | $             
|Fourth Quarter (1) |              |                      |                  | 3.50             |                |               
|                   |              |                     
|2007               |              |                     
|First Quarter      |              |                      |                  | 3.50             |                |               
|Second Quarter     |              |                      |                  | 1.85             |                |               
|Third Quarter      |              |                      |                  | 1.85             |                |               
|Fourth Quarter     |              |                      |                  | 1.60             |                |               
|                   |              |                     
|2008               |              |                     
|First Quarter      |              |                      |                  | 1.01             |                |               
|Second Quarter     |              |                      |                  | 0.60             |                |               
|Third Quarter      |              |                      |                  | 1.47             |                |               

|                                                                                                                                                     
|-----------------------------------------------------------------------------------------------------------------------------------------------------
|(1)Trading
in the Series A Units and Series B Units commenced on July 13, 2006. Trading in the other
classes of securities commenced October 4, 2006.

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 Securities and Exchange Commission. As of October 29, 2008, there were
2 stockholders of record of our common stock, 1 stockholder of record of our Class
B common stock, 8 holders of record of Class W warrants, 8 holders of record of
our Class Z warrants, 1 holder of record for our Series A Units and 1 holder of
record of our Series B 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.

# Our Transfer Agent and
Warrant Agent

The
transfer agent for our securities and warrant agent for our warrants is American Stock
Transfer & Trust Company, 59 Maiden Lane, Plaza Level, New York, New York 10038.

|Item 6. | Selected Financial Data.
|------- | ------------------------

Pursuant
to the Securities and Exchange Commissions rules and regulations this item is not
applicable to the Company as a smaller reporting company.

17

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|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. On July 26, 2006, we consummated the closing of an additional
32,500 Series A Units and 518,000 Series B Units which were subject to the over-allotment
option. Each Series A Unit consists of two shares of common stock, $.0001 par value per
share, ten Class Z warrants, each to purchase one share of our Common Stock at a price of
$5.00 per share. Each Series B Unit consists of two shares of Class B Common Stock, $.0001
par value per share, two Class W Warrants, each to purchase one share of our Common Stock
at a price of $5.00 per share. Our net proceeds from the initial public offering,
including the exercise of the over allotment option, totaled $52,895,728 which was net of
$3,292,476 in underwriting and other expenses.

Our
certificate of incorporation requires us to distribute to our Class B common stockholders
the amount in our Trust Fund, including any accrued interest, if we do not effect a
business combination as described in the registration statement for our IPO within 18
months after the consummation of our IPO (July 18, 2006), or within 24 months after the
consummation of our IPO if a letter of intent, agreement in principle or definitive
agreement has been executed within 18 months after the consummation of our IPO and the
business combination has not been consummated within such 18 month period.

In
January 2008, we entered into a letter of intent to acquire Negevtech Ltd., which extended
the time available to consummate a business combination to July 18, 2008. In March 2008,
we entered into a definitive agreement to acquire Negevtech. On July 18, 2008, we
announced that we and Negevtech had terminated our definitive agreement due to an
inability to consummate the transaction by that date, which was the last possible date
that we could consummate a transaction under our certificate of incorporation as amended.
At that time, we also announced that we were commencing steps for the distribution of the
proceeds of the Trust Fund to the holders of shares of our Class B common stock and
evaluating alternatives that may be in the best interests of our stockholders, including
our potential liquidation and dissolution.

Subsequently,
we were approached by FIIG, the largest holder of shares of our common stock, which
requested that we continue our corporate existence following distribution of the Trust
Fund, rather than effecting a dissolution. On September 12, 2008, we entered into an
agreement with FIIG in which we agreed to present to our stockholders, 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 Trust Fund to the
holders of our Class B common stock and the cancellation of the outstanding shares of our
Class B common stock.

18

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At
the request of FIIG, we are presenting to our stockholders in that proxy statement
proposals to consider at a special meeting of our stockholders that would (i) expressly
allow us to distribute the funds in the Trust Fund to the Class B common stockholders and
cancel the outstanding shares of our Class B common stock, without the requirement that we
dissolve and liquidate, and (ii) allow us to continue our corporate existence after the
distribution of the Trust Fund, rather than dissolve as required by our certificate of
incorporation, and to do so with a new certificate of incorporation that would be suitable
for our company as a non-blank check company. Information relating to this special meeting
is included in our preliminary proxy statement on Schedule 14A, filed with the SEC on
October 20, 2008, and will be contained in a definitive proxy statement we plan to file and mail to our stockholders,
subject to receipt and, if applicable, resolution of any comments we may receive from the SEC regarding
the preliminary proxy statement and described further below under the caption   Recent
Developments.

For
a description of the proceeds generated in our initial public offering and a discussion of
the use of such proceeds, we refer you to Notes 1 and 2 of the financial statements
included in Part II, Item 8 of this Form 10-K.

# Results of Operations

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, $33,393 for travel, and
$10,806 for other expenses.

Net
income for the year ended July 31, 2007 of $1,479,275 consisted of interest income on the
Trust Fund investment of $1,817,789 and interest on cash and cash equivalents of $62,497,
offset by professional fees of $128,981, Delaware franchise taxes of $65,795 and other
operating expenses of $206,235, which consist of $90,000 for a monthly administrative
services agreement with an affiliate, $74,904 for insurance, $33,594 for travel, and
$7,737 for other expenses.

Net
loss for the period from inception (August 1, 2005) to July 31, 2006 of $84,852 consisted
of interest income on the Trust Fund investment of $29,277 and interest on cash and cash
equivalents of $1,337, offset by professional fees of $30,603, Delaware franchise taxes of
$78,042 and other operating expenses of $6,821, consisting of $5,081 for a monthly
administrative services agreement with an affiliate, and $1,740 for other expenses.

Net
income for the period from inception (August 1, 2005) to July 31, 2008 of $2,192,732
consisted of interest income on the Trust Fund investment of $3,319,382 and interest on
cash and cash equivalents of $90,221, offset by professional fees of $587,038, Delaware
franchise taxes of $221,468 and other operating expenses of $408,365, consisting of
$185,081 for a monthly administrative services agreement with an affiliate, $136,014 for
insurance, $66,987 for travel and $20,283 for other expenses.

19

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# 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 account with American Stock Transfer & Trust Company as
trustee, or the Trust Fund, 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.

As
indicated in the accompanying financial statements, at July 31, 2008, we had $438,699 in
cash, current liabilities of $169,965 and working capital of $332,720 outside of the Trust
Fund. Further, we have incurred and expect to continue to incur costs in pursuit of
acquisition plans. If the proposals submitted to our stockholders, discussed above, are
not approved, we will commence dissolution and liquidation. The costs of adopting a plan
of dissolution and liquidation would require expenditures to our counsel and financial
advisors, among others, that would reduce the amount ultimately available for distribution
upon dissolution and liquidation. We cannot assure you of the amount, if any, outside of
the Trust Fund that would be available if the amendments are not approved and we are
required to adopt a plan of dissolution and liquidation. We expect, however, that the
amount that would be available for distribution to our common stockholders in liquidation
would be less than $0.10 per share.

If
the proposals submitted to our stockholders, discussed above, are approved allowing us not
to dissolve and liquidate, 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.

20

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Recent Developments

On September 12, 2008 we and FI
Investment Group LLC (FIIG), the largest holder of shares of our $.0001 par
value common stock, entered into an agreement under which, at the request of FIIG, we
agreed to propose to our stockholders, including the holders of our shares of $.0001 par
value Class B common stock, as an alternative to dissolution, amendments to our
certificate of incorporation allowing us 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 our Class B common stock in connection with the cancellation of their Class B
shares.

The
agreement also gave FIIG the right to appoint a member to our board of directors. We have
agreed, upon such appointment, to obtain the resignation of each of our current directors.
However, these resignations shall only take effect if the Companys stockholders
approve the proposed amendments to our certificate of incorporation, as amended, as
described in our proxy statement filed with the SEC, and after of the distribution of the
assets in the Trust Fund to the holders of our Class B common stock.

On
October 14, 2008, we announced that we had determined, in light of current market
uncertainties, to authorize the transfer of the funds being held in the Trust Fund 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 Trust Fund assets are
held in a custodial account at State Street Bank & Trust. The transfer of
$55,222,377.61 in Trust Fund 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 the funds in the Trust
Fund to the Class B common stockholders and the cancellation of the outstanding shares of
the Class B common stock, without the requirement that we dissolve and liquidate, and to
allow us to continue our corporate existence after the distribution of the Trust Fund by
removing those provisions in our certificate of incorporation that would require us to
dissolve or liquidate and that limit our status to a blank check company. Information
relating to this special meeting is included in our preliminary proxy statement on
Schedule 14A, filed with the SEC on October 20, 2008, and will be contained in a
definitive proxy statement we plan to file and mail to our stockholders, subject to receipt and, if applicable, resolution of any comments we may receive from the SEC regarding the
preliminary proxy statement.

21

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# Off-Balance Sheet
Arrangements

As
of July 31, 2007, we did not have any off-balance sheet arrangements as defined in Item
303(a)(4)(ii) of Regulation S-K.

# Contractual Obligations
and Commitments

Pursuant
to the Securities and Exchange Commissions rules and regulations this item is not
applicable to the Company as a smaller reporting company.

# 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.

Cash and Cash
Equivalents  We consider all highly liquid investments with original
maturities of three months or less to be cash equivalents.Investments  Investments held in the Trust Fund consist of
municipal money market securities with maturities of up to 30 days. Such securities
generate current income which is exempt from US Federal income tax and therefore no
provision for income taxes is required for the period ended July 31, 2008. Subsequently,
on October 14, 2008, we announced that we had determined, in light of current market
uncertainties, to authorize the transfer of the funds being held in the Trust Fund from
the municipal money market securities fund into the Federated Treasury Obligations Fund
 Institutional Shares, 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
Trust Fund assets are held in a custodial account at State Street Bank & Trust. The
transfer was effected at par on October 7, 2008.

|Item 7A. | Quantitative
and Qualitative Disclosures About Market Risk.
|-------- | -----------------------------------------------------------

Pursuant
to the Securities and Exchange Commissions rules and regulations this item is not
applicable to the Company as a smaller reporting company.

|Item 8. | Financial Statements and Supplementary Data.
|------- | --------------------------------------------

Reference
is made to pages F-1 through F-15 comprising a portion of this annual report on
Form 10-K.

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

None.

22

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|Item 9A. | Controls and Procedures.
|-------- | ------------------------

Our
management carried out an evaluation, with the participation of Mr. Carmel Vernia, our
chief executive officer and Mr. Dror Gad, our chief financial officer, of the
effectiveness of our disclosure controls and procedures as of July 31, 2008. Based
upon that evaluation, Messrs. Vernia and Gad concluded that our disclosure controls and
procedures were effective to ensure that information required to be disclosed by us in
reports that we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the rules and
forms of the Securities and Exchange Commission.

Our
management is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) to provide reasonable assurance regarding the reliability of our financial reporting
and the preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.

Management
assessed our internal control over financial reporting as of July 31, 2008, the end
of our fiscal year. In making this assessment, management used the criteria set forth by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control  Integrated Framework.

Based
on our assessment, management has concluded that our internal control over financial
reporting was effective as ofJuly 31, 2008 to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of
financial statements for external reporting purposes in accordance with
U.S. generally accepted accounting principles.

There
has not been any change in our internal control over financial reporting in connection
with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred
during the period ended July 31, 2008 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

# Inherent Limitations on
Effectiveness of Controls

Internal
control over financial reporting has inherent limitations. Internal control over financial
reporting is a process that involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. Internal control over
financial reporting also can be circumvented by collusion or improper management override.
Because of such limitation, there is a risk that material misstatements will not be
prevented or detected on a timely basis by internal control over financial reporting.
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. (This annual report does not include an attestation report of our
registered public accounting firm regarding internal control over financial reporting.
Managements report regarding internal controls over financial reporting was not
subject to attestation by our registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit us to provide only
managements report in this annual report.)

23

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|Item 9B. | Other
Information.
|-------- | ------------------

Not
applicable.

# PART III

|Item 10. | Directors and Executive Officers of the Registrant.
|-------- | ---------------------------------------------------

Our
current directors and executive officers are as follows:

|Name          | Age | Position
|------------- | --- | --------
|
|
|
|
|Matty Karp    |     |         
|Carmel Vernia |     |         
|Dror Gad      |     |         

Matty
Karp has been our Chairman since our inception. In 1997, Mr. Karp co-founded Concord
Ventures, an Israeli venture capital fund focused on Israeli early-stage technology
companies, and has served as its Managing Partner since its formation. From 1994 to June
1999, Mr. Karp served as Chief Executive Officer of Kardan Technologies, Ltd., a
technology investment company, and continued to serve as a Director until October 2001.
From 1994 to 1997, Mr. Karp served as the President of Nitzanim Venture Fund, an Israeli
venture capital fund focused on early-stage high technology companies. From 1987 to 1994,
Mr. Karp served as Corporate Vice President for Business Development, Marketing and Sales,
General Manager of the Airborne Systems Division and Head of the Systems and Products
Group at Elbit Computers Ltd., an Israeli high-tech company with a worldwide presence in
the defense and healthcare sectors. Mr. Karp has served on the board of directors of
Galileo Technology Ltd. (1994 to 2001), which was acquired by Marvel Technology Group,
Ltd., a Nasdaq listed company; Accord Networks Ltd. (1994 to 2001), which was acquired by
Polycom Inc., a Nasdaq listed company; and Saifun Semiconductors (2000 to present), a
Nasdaq listed company. Mr. Karp has also served on the board of directors of El Al Israel
Airlines from 2000 to 2003. Mr. Karp received a B.S., cum laude, in Electrical Engineering
from the Technion  Israel Institute of Technology and is a graduate of the Harvard
Business School Advanced Management Program.

24

---

---

Carmel
Vernia has been our Chief Executive Officer and a Director since our inception. Since
January 2005, Mr. Vernia has been managing his private investment portfolio. From June
2003 to January 2005, Mr. Vernia served as the Chairman of the board of directors and
Chief Executive Officer of Tower Semiconductor Ltd., a silicon foundry based in Israel.
From 2000 to May 2002, Mr. Vernia served as the Chief Scientist in the Government of
Israels Ministry of Industry and Trade. Following his service as Chief Scientist
from June 2002 until May 2003, Mr. Vernia did not hold any positions, as he was subject to
a mandatory one year cooling period under Israeli law during which he was not allowed to
work for or receive any benefit from any organization that benefited in any way from his
decisions while in his government position. From 1984 until April 2000, Mr. Vernia was
employed by Comverse Technology Inc., a Nasdaq listed company that is one of the
worlds leading suppliers of voicemail systems and other value added services to
wireless and wireline telecom operators, including as its Chief Operating Officer from
1994 to April 2000, as well as Chief Executive Officer of Verint Systems (from its
inception in 1999 until April 2000), an independent subsidiary of Comverse Technology and
a world leader in digital voice and video recording for communications and business
intelligence, which later became an independent Nasdaq listed company. Mr. Vernia served
on the board of directors of Comverse Technology from August 1997 until April 2000. Mr.
Vernia also serves on the Executive Council of Tel Aviv University. Mr. Vernia received an
M.S. in Electrical and Computer Engineering from the University of California, Davis, and
a B.S. in Electrical Engineering from the Technion  Israel Institute of Technology.

Dror
Gad has been our Executive Vice President, Chief Financial Officer and Director since our
inception. In January 2003, Mr. Gad founded Danash Management and Investments, an advisory
business focused on the Israeli technology sector and has served as its Chairman since its
formation. Mr. Gad currently serves on the board of directors of REIT 1 Ltd., a
real-estate investment company listed on the Tel Aviv Stock Exchange. From 2000 until
December 2002, Mr. Gad was the Chief Executive Officer of TechnoPlus Ventures Ltd., an
Israeli venture capital investment company, listed on the Tel Aviv Stock Exchange. From
1997 to 1999, Mr. Gad served as a Vice President of the Property and Building Corporation,
a Tel Aviv Stock Exchange listed company and subsidiary of the IDB Group, where he formed
and headed the Project Finance Division. From 1995 to 1997, Mr. Gad served as an assistant
to the Chief Executive Officer of IDB Holdings Corporation Ltd., a Tel Aviv Stock Exchange
listed company. From 1993 to 1995, Mr. Gad attended Tel Aviv University, from which he
received a B.A., summa cum laude, in Economics and Management. Mr. Gad also received an
Executive MBA. from the Kellogg-Recanati International program, a joint program of
Northwestern University and Tel Aviv University.

Our
board of directors is divided into three classes with only one class of directors being
elected in each year and each class serving a three-year term. The term of office of the
first class of directors, consisting of Dror Gad, will expire at our first annual meeting
of stockholders. The term of office of the second class of directors, consisting of Carmel
Vernia, will expire at the second annual meeting. The term of office of the third class of
directors, consisting of Matty Karp, will expire at the third annual meeting. In
connection with the changes to the Companys business identified above, we expect
that our current directors and office-holders will resign immediately following the
distribution of the Trust Fund.

25

---

---

We
do not have an audit committee of our board of directors nor do we have an audit committee
financial expert, because 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, our equity securities are not listed on an exchange or automated quotation
system that requires its listed companies to appoint an audit committee.

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:

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

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

| |  | Our
officers and directors may in the future become affiliated with entities, including other
blank check companies, engaged in business activities similar to those intended to be
conducted by us.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Our existing
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 appropriate
to effect a business combination and would stand
to lose their initial investment if a business combination were not effected during the
designated time period. Pursuant to our agreement with FIIG, FIIG has the right to
designate a person to be appointed to our board of directors, and we have agreed to
obtain the resignation of each of our current directors.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Our directors
and officers may enter into consulting or employment agreements with us as part of a
business combination pursuant to which they may be entitled to compensation for their
services following the
business combination. The personal and financial interests of our directors and officers
may influence their motivation in identifying and selecting a target business, and
completing a business combination in a timely manner.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

26

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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.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------

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

In
order to minimize potential conflicts of interest which may arise from multiple corporate
affiliations, each of our officers and directors has agreed, until the earlier of a
business combination or our dissolution and distribution of the Trust Fund to the Class B
stockholders, or such time as he ceases to be an officer or director, to present to our
company for our consideration, prior to presentation to any other entity, any suitable
business opportunity which may reasonably be required to be presented to us subject to any
pre-existing fiduciary or contractual obligations he might have.

Mr. Vernia, our Chief Executive Officer and a member of our board of directors, was
          the Chief Operating Officer of Comverse Technology, Inc., a Nasdaq listed
          company, from 1994 until April 2000, and a member of Comverses board of
          directors from August 1997 until April 2000. According to Comverses SEC
          filings, in May 2006 Comverse received a subpoena from the United States
          Attorneys Office for the Eastern District of New York in connection with
          the issuance, timing and pricing of stock option grants between 1995 and the
          present, and representatives of a special committee of Comverses board of
          directors are cooperating with the SEC. According to a Current Report on Form
          8-K filed by Comverse with the SEC on May 4, 2006, eight purported class action
          or derivative lawsuits have been filed against Comverse and certain of its
          current and former officers and directors relating to the option grants. One of
          the suits referenced in that Form 8-K names Mr. Vernia as a defendant. According
          to its SEC filings, Comverses Remuneration and Stock Option Committee was
          responsible for approving compensation arrangements for senior management and
          administering the Companys stock option plans during the period that Mr.
          Vernia served as a director of Comverse. Mr. Vernia has advised us that he was
          never a member of Comverses Remuneration and Stock Option Committee.

27

---

---

To
further minimize potential conflicts of interest, we have agreed not to consummate a
business combination with an entity which is affiliated with any of our existing
securityholders unless we obtain an opinion from an independent investment banking firm
that the business combination is fair to our stockholders from a financial point of view.

|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 Chief
Financial Officer and a 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 or is payable 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 officers and directors, will
receive reimbursement for any out-of-pocket expenses incurred by them in connection with
activities on our behalf, such as identifying potential target businesses and performing
due diligence on suitable business combinations.

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

The
following table sets forth information as of October 30, 2008, based on
information obtained from the persons named below, with respect to the beneficial
ownership of shares of our common stock and Class B common stock by:

| |  | each
 person  known by us to be the  owner of more than 5% of our  outstanding  shares of our
              common stock or Class B common stock;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------

| |  | each
of our officers and directors; and
| | - | ---------------------------------------

| |  | all
officers and directors as a group. Except as indicated in the footnotes to the table, the
persons named in the table have sole voting and investment power with respect to all
shares of common stock or Class B common stock, as applicable, shown as beneficially
owned by them.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

28

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|                                                                          | Beneficial Ownership of Common Stock and
Class B Common Stock as of September 30, 2008
|------------------------------------------------------------------------- | --------------------------------------------------------------------------------------
|
|
|
|
|Name and Address of Beneficial Owner (1)                                  |                                                                                       
|Officers and Directors:                                                   |                                                                                       
|                                                                          |                                                                                       
|Dror Gad                                                                  |                                                                                       
|Matty Karp                                                                |                                                                                       
|Carmel Vernia                                                             |                                                                                       
|All officers and directors as a group (3 persons)                         |                                                                                       
|                                                                          |                                                                                       
|5% Beneficial Owners:                                                     |                                                                                       
|                                                                          |                                                                                       
|FI Investment Group, LLC (6)1600 Tysons Blvd., Suite 1150McLean, VA 22102 |                                                                                       
|Jack  Silver (7)                                                          |                                                                                       
|SIAR Capital LLC                                                          |                                                                                       
|660 Madison Avenue                                                        |                                                                                       
|New York, NY 10021                                                        |                                                                                       
|Deutsche Bank AG (8)                                                      |                                                                                       
|Theodor-Heuss-Allee 70                                                    |                                                                                       
|60468 Frankfurt am Main                                                   |                                                                                       
|Federal Republic of Germany                                               |                                                                                       
|QVT Financial LP (9)                                                      |                                                                                       
|1177 Avenue of the Americas, 9th Floor                                    |                                                                                       
|New York, NY 10036                                                        |                                                                                       
|Jonathan M. Glaser (10)                                                   |                                                                                       
|11601 Wiltshire Boulevard                                                 |                                                                                       
|Suite 2180                                                                |                                                                                       
|Los Angeles, CA 90025                                                     |                                                                                       
|Andrew M. Weiss (11)                                                      |                                                                                       
|29 Commonwealth Ave., 10th Floor                                          |                                                                                       
|Boston, MA 02116                                                          |                                                                                       
|HBK Investments L.P. (12)                                                 |                                                                                       
|300 Crescent Court, Suite 700                                             |                                                                                       
|Dallas, TX 75201                                                          |                                                                                       
|Bulldog Investors (13)                                                    |                                                                                       
|Park 80 West, Plaza Two                                                   |                                                                                       
|Saddle Brook, NJ 07663                                                    |                                                                                       
|Pequot Capital Management, Inc. (14)                                      |                                                                                       
|500 Nayala Farm Road                                                      |                                                                                       
|Westport, CT 06880                                                        |                                                                                       

|                                                            
|------------------------------------------------------------
|*          
Represents beneficial ownership of less than 1%.

|(1) | Unless
otherwise noted, the business address of each of the persons named above
               is 85 Medinat Hayehudim Herzlia, Israel 46140.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------

29

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|(2) | Does
not include 1,159,714 shares of common stock issuable upon exercise of
               Class W warrants and Class Z warrants held by Mr. Gad that are
not                exercisable and will not be exercisable within the next 60 days
(unless we                complete a business combination within 60 days).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Does
not include 1,317,858 shares of common stock issuable upon exercise of
               Class W warrants and Class Z warrants held by Mr. Karp that are not
exercisable                and will not be exercisable within the next 60 days (unless we
complete a                business combination within 60 days).
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Does
not include 1,581,428 shares of common stock issuable upon exercise of
               Class W warrants and Class Z warrants held by Mr. Vernia that are not
               exercisable and will not be exercisable within the next 60 days (unless we
               complete a business combination within 60 days).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Does
not include 4,059,000 shares of common stock issuable upon exercise of
               Class W warrants and Class Z warrants held by Messrs. Gad, Karp and
Vernia, as                discussed in footnotes (2) through (4) above.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|(7) | Based
on information contained in a Schedule 13G filed on February 8, 2008 by
               Jack Silver and Sherleigh Associates Inc. Defined Benefit Pension Plan,
Jack                Silver beneficially owns 92,000 shares of common stock of Israel
Growth Partners                Acquisition Corp. Such shares of common stock beneficially
owned by Mr. Silver                include 92,000 shares of common stock held by
Sherleigh Associates Inc. Defined                Benefit Pension Plan, a trust of which
Mr. Silver is the trustee, but excludes                460,000 shares of common stock
issuable upon exercise of warrants held by                Sherleigh Associates Inc.
Defined Benefit Pension Plan, which warrants are not                exercisable until the
completion of a business combination. Mr. Silver has the                sole voting and
dispositive power with respect to all 92,000 shares of common                stock
beneficially owned by him.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Based
on information contained in a Schedule 13G filed on February 5, 2008, by
               Deutsche Bank AG and Deutsche Bank AG, London Branch, the Reporting Person
owns                856,958 of Class B common stock.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Based
on information contained in a Schedule 13G filed on January 31, 2008 by
               QVT Financial LP, QVT Financial GP LLC, QVT Fund LP and QVT Associates GP
LLC,                QVT Financial LP (QVT Financial) is the investment
manager for QVT                Fund LP (the Fund), which beneficially owns
723,931 shares of Class                B common stock and for Quintessence Fund L.P. (Quintessence),
which                beneficially owns 80,611 shares of Class B common stock. QVT
Financial is also                the investment manager for a separate discretionary
account managed for Deutsche                Bank AG (the Separate Account),
which holds 8,558 shares of Class B                common stock. QVT Financial has the
power to direct the vote and disposition of                the Class B common stock held
by each of the Fund, Quintessence and the Separate                Account. Accordingly,
QVT Financial may be deemed to be the beneficial owner of                an aggregate
amount of 813,100 shares of Class B common stock, consisting of the                shares
owned by the Fund and Quintessence and the shares held in the Separate
               Account. QVT Financial GP LLC, as General Partner of QVT Financial, may be
               deemed to beneficially own the same number of shares of Class B common
stock                reported by QVT Financial. QVT Associates GP LLC, as General Partner
of the Fund                and Quintessence, may be deemed to beneficially own the
aggregate number of                shares of Class B common stock owned by the Fund and
Quintessence, and                accordingly, QVT Associates GP LLC may be deemed to be
the beneficial owner of                an aggregate amount of 804,542 shares of Class B
common stock. Daniel Gold, Lars                Bader, Nicholas Brumm, Arthur Chu and
Tracy Fu are the managing members of QVT                Financial GP LLC.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Based
on information contained in a Schedule 13G filed on June 4, 2007, the
               following entities each beneficially own 583,500 shares of IGPACs
Class B                common stock: Pacific Assets Management, LLC PAM);
Pacific Capital                Management, Inc (PCM); and JMG Triton Offshore
Fund, Ltd. (the                JMG Fund). PAM is an investment adviser whose
clients have the right                to receive or the power to direct the receipt of
dividends from, or the proceeds                from the sale of, the stock. PAM is the
investment adviser to the JMG Fund and                PCM is a member of PAM. Jonathan M.
Glaser, Daniel Albert David and Roger                Richter are control persons of PCM
and PAM. JMG Capital Management, LLC                (JMG LLC) and JMG Capital
Management, Inc. (JMG Inc)                beneficially own 200,000 shares of
IGPACs Class B common stock. Mr. Glaser                is the control person of
JMG, LLC and JMG Inc. In the aggregate, Mr. Glaser                beneficially owns
783,500 shares of Class B common stock.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

30

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|(11) | Based
on information contained in a Schedule 13G filed on July 25, 2008, by
               Weiss Asset Management, LLC, Weiss Capital LLC and Andrew M. Weiss, PH.D,
Mr.                Andrew M. Weiss, PH.D beneficially owns 682,096 shares of Class B
common stock,                Weiss Asset Management, LLC beneficially holds 534,832
shares of Class B common                stock (which include shares beneficially owned by
a private investment                partnership of which Weiss Asset Management, LLC is
the sole general partner)                and Weiss Capital LLC beneficially holds 147,264
shares of Class B common stock                (which include shares beneficially owned by
a private investment corporation of                which Weiss Capital is the sole
investment manager). Shares reported for Andrew                Weiss include shares
beneficially owned by a private investment partnership of                which Weiss
Asset Management is the sole general partner and which may be deemed                to be
controlled by Mr. Weiss, who is the Managing Member of Weiss Asset
               Management, and also includes shares held by a private investment
corporation                which may be deemed to be controlled by Mr. Weiss, who is the
managing member of                Weiss Capital, the Investment Manager of such private
investment corporation.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Based
on information contained in a Schedule 13G filed on March 30, 2008 by HBK
               Investments L.P. a Delaware limited partnership, HBK Services LLC a
Delaware                limited liability company, HBK Partners II L.P. a Delaware
limited partnership,                HBK Management LLC a Delaware limited liability
company and HBK Master Fund L.P.                a Cayman Islands limited partnership, HBK
Investments L.P. beneficially holds                637,165 shares of Class B Common
stock. HBK Investments L.P. has delegated                discretion to vote and dispose
of the Securities to HBK Services LLC                (Services). Services
may, from time to time, delegate discretion to                vote and dispose of certain
of the Securities to HBK New York LLC, a Delaware                limited liability
company, HBK Virginia LLC, a Delaware limited liability                company, HBK
Europe Management LLP, a limited liability partnership organized                under the
laws of the United Kingdom, and/or HBK Hong Kong Ltd., a corporation
               organized under the laws of Hong Kong (collectively, the
               Subadvisors). Each of Services and the Subadvisors is under
common                control with HBK Investments L.P. Jamiel A. Akhtar, Richard L.
Booth, David C.                Haley, Lawrence H. Lebowitz, and William E. Rose are each
managing members                (collectively, the Members) of HBK Management
LLC.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | Based
on information contained in a Schedule 13G filed on July 29, 2008 by
               Bulldog Investors, Phillip Goldstein and Andrew Dakos, Bulldog Investors
               beneficially holds 554,500 shares of Class B common stock. Phillip
Goldstein and                Andrew Dakos are the principals of Bulldog Investors.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Based
on information contained in a Schedule 13G filed on February 13, 2008 by
               Pequot Capital Management, Inc., Pequot Capital Management, Inc.
beneficially                holds 55,400 shares of common stock. The sole director and
controlling                stockholder of Pequot Capital Management, Inc. is Arthur J.
Samberg.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Changes in control

There
has been no changes in control during the period covered by this Report ending on July 31,
2008. However, if the proposals put forth for a vote in the special meeting of
shareholders are approved, FIIG would become the owner of a majority of our outstanding
capital stock, as a result of the proposal which distributes the Trust Fund and to our
Class B common stockholders and cancels the outstanding shares of our Class B common
stock. See Item 1  Business  Special Meeting of Stockholders.
Based on information contained in a Schedule 13D filed by FIIG and Frank Islam on August
6, 2008, FIIG and Frank Islam share voting and dispositive power with respect to 534,300
shares of our common stock, representing approximately 50.2%, or a majority, of the
outstanding shares of our common stock.

Our
board of directors intend to continue serving as directors of IGPAC through the
distribution of the assets of the Trust Fund to our Class B common stockholders. Pursuant
to our agreement with FIIG, dated September 12, 2008, FIIG has the right to designate a
person to be appointed to our board of directors, and we have agreed to obtain the
resignation of each of our current directors which would take effect only if the proposals
in the special meeting are approved and after the distribution of the assets of the Trust
Fund to our Class B common stockholders. See Item 1  Business  Special
Meeting of Stockholders. Upon the effectiveness of such resignations, the
composition of our board of directors would change and FIIG would have appointed the
remaining director on our board of directors. It is likely that our management would
change following the change in composition of our board of directors.

31

---

---

|Item 13. | Certain Relationships and Related Transactions.
|-------- | -----------------------------------------------

Prior
to the date of our initial public offering consummated on July 18, 2006, we issued 100
shares of common stock for $500 in cash, or a purchase price of $5.00 per share. We also
issued 2,475,000 Class W warrants and 2,475,000 Class Z warrants for $247,500 in cash, at
a purchase price of $0.05 per warrant. These securities were issued to the individuals set
forth below, as follows:

|Name               | Number of
Shares of
Common Stock | Number of
Class W
Warrants | Number of
Class Z
Warrants | Relationship to Us
|------------------ | -------------------------------- | -------------------------- | -------------------------- | ------------------
|
|
|
|
|Matty Karp         |                                  |                            |                            | 0                 
|                   |                                  |                           
|Carmel Vernia      |                                  |                            |                            | 0                 
|                   |                                  |                           
|Dror Gad           |                                  |                            |                            | 100               
|                   |                                  |                           
|David Silberg      |                                  |                            |                            | 0                 
|                   |                                  |                           
|George Hervey      |                                  |                            |                            | 0                 
|                   |                                  |                           
|Lior Samuelson     |                                  |                            |                            | 0                 
|                   |                                  |                           
|Rhodric C. Hackman |                                  |                            |                            | 0                 
|                   |                                  |                           
|David Ballarini    |                                  |                            |                            | 0                 

In
February 2006, Mr. Silberg resigned from all of his positions with us and sold 40,179
Class W warrants and 40,179 Class Z warrants to Matty Karp, 48,214 Class W warrants and
48,214 Class Z warrants to Carmel Vernia, and 35,357 Class W warrants and 35,357 Class Z
warrants to Dror Gad, at a purchase price of $.05 per warrant.

Dror
Gad, the sole holder of our common stock outstanding prior to our initial public offering,
has agreed to waive his right to participate in any liquidation distribution with respect
to shares of common stock acquired by him prior to our initial public offering.

Danash
Investment and Management Ltd. (or Danash), an affiliate of Mr. Gad has agreed
that, commencing on the effective date of our initial public offering through the
acquisition of a target business, it would make available to us office space and certain
office and administrative services, as we may require from time to time. Due to our
inability to complete a business combination we have terminated our agreement with Danash
on October 12, 2008. Until October 12, 2008 we paid Danash. $7,500 per month for these
services. Dror Gad is the sole shareholder of Danash Consequently, Mr. Gad benefited from
this transaction to the extent of his interest in Danash. However, this arrangement was
solely for our benefit and was not intended to provide Mr. Gad compensation in lieu of a
salary. We believe, based on rents and fees for similar services in the Tel-Aviv, Israel
metropolitan area, that the fees charged by Danash were at least as favorable as we could
have obtained from an unaffiliated person. However, as our directors may not be deemed
independent, we did not have the benefit of disinterested directors approving
this transaction.

32

---

---

We
will reimburse our initial securityholders, including our officers and directors, for any
reasonable out-of-pocket business expenses incurred by them in connection with certain
activities on our behalf such as identifying and investigating possible target businesses
and business combinations. There is no limit on the amount of accountable out-of-pocket
expenses reimbursable by us, which will be reviewed only by our board or a court of
competent jurisdiction if such reimbursement is challenged.

Other
than the $7,500 per-month administrative fee which we payed Danash and the reimbursements
for out-of-pocket expenses payed to our officers and directors, no compensation or fees of
any kind, including finders and consulting fees, were paid to any of our initial
securityholders, officers or directors, or to any of their affiliates prior to, or for any
services they rendered in order to effectuate, the consummation of the business
combination nor will be paid in order to effectuate the distribution of the Trust Fund.

Any
ongoing or future transactions between us and any of our officers and directors or their
respective affiliates, including loans by our officers and directors, will require prior
approval in each instance by a majority of our disinterested independent
directors (to the extent we have any) or the members of our board who do not have an
interest in the transaction. These directors will, if they determine necessary or
appropriate, have access, at our expense, to our attorneys or independent legal counsel.
We will not enter into any such transaction unless our disinterested
independent directors (or, if there are no independent directors,
our disinterested directors) determine that the terms of such transaction are no less
favorable to us than those that would be available to us with respect to such a
transaction from unaffiliated third parties.

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 current officers and directors are expected to resign if
the proposals discussed in the Special Meeting of Shareholders section are approved. FIIG
currently have the right to appoint one board member to the board of directors, however if
the above mentioned proposals will be approved, they are expected to have a more extensive
representation on the board of directors.

33

---

---

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.

Our
directors and officers may enter into consulting or employment agreements with the Company
as part of a business combination pursuant to which they may be entitled to compensation
for their services following the business combination. Therefore, the personal and
financial interests of our directors and officers, including the desire for reimbursement
of expenses, if any, in excess of funds not held in trust, may influence their motivation
in identifying and selecting a target business, and completing a business combination.

Our
officers and directors may be or in the future may become affiliated with entities,
including other blank check companies, engaged in business activities similar to those
intended to be conducted by us. In the course of their other business activities, whether
on behalf of other blank check companies or otherwise, our officers and directors may
become aware of investment and business opportunities which may be appropriate for
presentation to us as well as the other entities with which they are affiliated. They may
have conflicts of interest in determining to which entity a particular business
opportunity should be presented. For a complete description of our managements other
affiliations, see the section entitled Directors, Executive Officers and Corporate
Governance.

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      o    the attention of the corporation.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------

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

In
order to minimize potential conflicts of interest which may arise from multiple corporate
affiliations, each of our officers and directors has agreed, until the earlier of a
business combination or the distribution of the Trust Fund to the Class B stockholders, or
such time as he ceases to be an officer or director, to present to our company for our
consideration, prior to presentation to any other entity, any suitable business
opportunity which may reasonably be required to be presented to us, subject to any
pre-existing fiduciary or contractual obligations he might have.

34

---

---

To
further minimize potential conflicts of interest, we have agreed not to consummate a
business combination with an affiliated entity without an opinion from an independent
investment banking firm reasonably acceptable to HCFP/Brenner Securities LLC that the
business combination is fair to our stockholders from a financial perspective. The
continued applicability of this provision following any stockholder approval of the
proposals set forth in the section entitled Special Meeting of Stockholders and the Trust
Fund distribution is unclear. In such circumstances, we would anticipate that the board of
directors will take such action as is consistent with its fiduciary duties to
stockholders.

On
September 12, 2008 we and FI Investment Group LLC (FIIG), the largest holder
of shares of our $.0001 par value common stock, entered into an agreement under which, at
the request of FIIG, we agreed to propose to our 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 us 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 our Class B common stock in connection with the cancellation of
their Class B shares.

The
agreement also gave FIIG the right to appoint a member to our board of directors. We have
agreed, upon such appointment, to obtain the resignation of each of our current directors.
However, these resignations shall only take effect if the Companys stockholders
approve the proposed amendments to our certificate of incorporation, as amended, as
described in our proxy statement filed with the SEC, and after of the distribution of the
assets in the Trust Fund to the holders of our Class B common stock.

The
agreement also states that FIIG will supply us with a credit line if we reasonably
determine that insufficient funds exist (based upon a review of similar transactions and
their associated costs), for the period until the time proposals in the special
stockholder meeting are approved and all of the Trust Fund assets are distributed to the
holders of our Class B common stock . The Company has not made that determination as of
October 30, 2008. For more information, see Item 1  Business  Special
Meeting of Stockholders and Item 7 -Managements Discussion and Analysis
of Financial Condition and Results of Operations  Recent Developments.

35

---

---

|Item 14. | Principal Accounting Fees and Services.
|-------- | ---------------------------------------

Audit and Non-Audit Fees

The
following table sets forth the fees billed for the periods indicated for professional
services rendered by Ziv Haft a BDO member firm for the years 2007 and 2008 and BDO
Seidman, LLP for the years 2007 and 2008, our independent registered public accounting
firms.

|                   | Fiscal Year Ended | Fiscal Year Ended
|------------------ | ----------------- | -----------------
|
|
|
|
|Audit Fees         |                   |                  
|Audit-Related Fees |                   |                  
|Tax Fees           |                   |                  
|All Other Fees     |                   |                  
|                   |                   |                  
|Total              |                   |                  
|                   |                   |                  

|   
|---
|(1)

|(2) | Audit-related
fees for the fiscal year ended July 31, 2007 include
                    professional services related to consultation on proposed business
combinations.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Pre-Approval Policies
and Procedures

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

# PART IV

|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------

|(a) | Financial
          Statements.
|--- | -------------------------------

Our
financial statements as set forth in the Index to Financial Statements attached hereto
commencing on page F-1 are hereby incorporated by reference.

|(b) | Exhibits.
|--- | ---------

The
following exhibits, which are numbered in accordance with Item 601 of Regulation S-K,
are filed herewith or, as noted, incorporated by reference herein:

|Exhibit No. |  | Description
|----------- |  | -----------

|3.1 |  | Second
Amended and Restated Certificate of Incorporation (3)
|--- |  | ------------------------------------------------------------

|3.2 |  | By-laws
(1)
|--- |  | -----------

|4.1 |  | Specimen
Series A Unit Certificate (2)
|--- |  | --------------------------------------

|4.2 |  | Specimen
Series B Unit Certificate (2)
|--- |  | --------------------------------------

|4.3 |  | Specimen
Common Stock Certificate (1)
|--- |  | -------------------------------------

|4.4 |  | Specimen
Class B Common Stock Certificate (1)
|--- |  | ---------------------------------------------

36

---

---

|4.5 |  | Specimen
Class W Warrant Certificate (4)
|--- |  | ----------------------------------------

|4.6 |  | Specimen
Class Z Warrant Certificate (4)
|--- |  | ----------------------------------------

|4.7 |  | Unit
Purchase Option granted to HCFP/Brenner Securities LLC (4)
|--- |  | ---------------------------------------------------------------

|4.8 |  | Warrant
Agreement between American Stock Transfer & Trust Company and the Registrant (4)
|--- |  | ----------------------------------------------------------------------------------------

|10.1 |  | Letter
Agreement among the Registrant, HCFP/Brenner Securities LLC and Matty Karp (3)
|---- |  | -------------------------------------------------------------------------------------

|10.2 |  | Letter
Agreement among the Registrant, HCFP/Brenner Securities LLC and Carmel Vernia (3)
|---- |  | ----------------------------------------------------------------------------------------

|10.3 |  | Letter
Agreement among the Registrant, HCFP/Brenner Securities LLC and Dror Gad (3)
|---- |  | -----------------------------------------------------------------------------------

|10.4 |  | Letter
Agreement among the Registrant, HCFP/Brenner Securities LLC and Lior Samuelson (1)
|---- |  | -----------------------------------------------------------------------------------------

|10.5 |  | Letter
Agreement among the Registrant, HCFP/Brenner Securities LLC and Rhodric C. Hackman (1)
|---- |  | ---------------------------------------------------------------------------------------------

|10.6 |  | Letter
Agreement among the Registrant, HCFP/Brenner Securities LLC and Rhodric C. Hackman (1)
|---- |  | ---------------------------------------------------------------------------------------------

|10.7 |  | Investment
Management Trust Agreement between American Stock Transfer & Trust Company and the
                Registrant (3)
|---- |  | ----------------------------------------------------------------------------------------------------------------------------

|10.8 |  | Agreement
among the Registrant and With FI Investment Group dated September 12, 2008(5)
|---- |  | ---------------------------------------------------------------------------------------

|31.1 |  | Section
302 CEO Certification (Carmel Vernia)*
|---- |  | ----------------------------------------------

|31.2 |  | Section
302 CFO Certification (Dror Gad)*
|---- |  | -----------------------------------------

|32.1 |  | Section
906 CEO Certification (Carmel Vernia)*
|---- |  | ----------------------------------------------

|32.2 |  | Section
906 CFO Certification (Dror Gad)*
|---- |  | -----------------------------------------

|   
|---
|(1)

|(2) | Previously
filed as an Exhibit to the Registrants Amendment No. 2 to Form
                    S-1 Registration statement and incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Previously
filed as an Exhibit to the Registrants Amendment No. 7 to Form
                    S-1 Registration statement and incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Previously
filed as an Exhibit to the Registrants Amendment No. 9 to Form
                    S-1 Registration statement and incorporated herein by reference.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Previously
filed as an Exhibit to the Registrants Current Report on Form
                    8-K dated September 17, 2008 and incorporated herein by reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|* | Filed
Herewith
|- | --------------

37

---

---

# Israel Growth Partners
Acquisition Corp.

# INDEX

|                                                                                                | 
|----------------------------------------------------------------------------------------------- | 
|
|
|
|
|Report of Independent Registered Public Accounting Firm                                         | 
|                                                                                                | 
|Report of Independent Registered Public Accounting Firm-Previous Year                           | 
|                                                                                                | 
|Balance Sheets as of July 31, 2008 and July 31, 2007                                            | 
|                                                                                                | 
|Statements of Operations, for the years ended July 31, 2008 and July 31, 2007,  the period from | 
|August 1, 2005 (inception) to July 31, 2006 and for the period from inception (August 1, 2005)  | 
|to July 31, 2008                                                                                | 
|                                                                                                | 
|Statement of Stockholders' Equity for the period from inception (August 1, 2005) to             | 
|July 31, 2008                                                                                   | 
|                                                                                                | 
|Statements of Cash Flows, for the years ended July 31, 2008 and July 31, 2007,  the period from | 
|August 1, 2005 (inception) to July 31, 2006 and  for the period from inception (August 1, 2005) | 
|to July 31, 2008                                                                                | 
|                                                                                                | 
|Notes to Financial Statements                                                                   | 



---

---

# Report of Independent
Registered Public Accounting Firm

Board of Directors and
StockholdersIsrael 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, Israel | 
|October 31, 2008 | 
|                 | 
|                 | 

F - 2

---

---

# Report of Independent
Registered Public Accounting Firm

Board of Directors and
StockholdersIsrael Growth Partners Acquisition Corp.

We have audited the accompanying
statements of operations, stockholders equity and cash flows for the period from
inception (August 1, 2005) to July 31, 2006 of Israel Growth Partners Acquisition Corp. (a
corporation in the development stage). These financial statements are the responsibility
of the Companys management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance
with the standards of 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 results of
operations and cash flows of Israel Growth Partners Acquisition Corp, for the period from
inception (August 1, 2005) to July 31, 2006, in conformity with accounting principles
generally accepted in the United States of America.

|                   | 
|------------------ | 
|
|
|
|
|New York, New York | 
|October 24, 2006   | 
|                   | 

F - 3

---

---

# Israel Growth Partners
Acquisition Corp. Balance Sheets

|                                                                                                                                                                                       |  |                       |            |                       |   |            | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------- | ---------- | --------------------- | - | ---------- | 
|                                                                                                                                                                                       |  | As of 
 July 31, 2008 |            | As of 
 July 31, 2007 |  
|                                                                                                                                                                                       |  |                       |            |                       |  
|ASSETS                                                                                                                                                                                 |  |                       |            |                       |   |            | 
|                                                                                                                                                                                       |  |                       |            |                       |   |            | 
|Current Assets:                                                                                                                                                                        |  |                       |            |                       |   |            | 
|Cash and cash equivalents                                                                                                                                                              |  | $                     | 438,699    |                       | $ | 1,123,856  | 
|Investments held in Trust including interest
receivable of $77,146,
 and $151,773 (Note 1)                                                                                             |  |                       | 55,011,182 |                       |   | 53,540,204 | 
|Interest receivable                                                                                                                                                                    |  |                       | -          |                       |   | 1,025      | 
|Prepaid expenses                                                                                                                                                                       |  |                       | 63,986     |                       |   | 7,741      | 
|                                                                                                                                                                                       |  |                       |            |                       |   |            | 
|Total assets                                                                                                                                                                           |  | $                     | 55,513,867 |                       | $ | 54,672,826 | 
|                                                                                                                                                                                       |  |                       |            |                       |   |            | 
|                                                                                                                                                                                       |  |                       |            |                       |   |            | 
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                   |  |                       |            |                       |   |            | 
|                                                                                                                                                                                       |  |                       |            |                       |   |            | 
|Current Liabilities:                                                                                                                                                                   |  |                       |            |                       |   |            | 
|Accrued expenses                                                                                                                                                                       |  |                       | 169,965    |                       |   | 134,575    | 
|Common stock, Class B subject to redemption, (Notes
1 and 7)                                                                                                                           |  |                       | 55,011,182 |                       |   | -          | 
|                                                                                                                                                                                       |  |                       |            |                       |   |            | 
|Total current liabilities                                                                                                                                                              |  |                       | 55,181,147 |                       |   | 134,575    | 
|                                                                                                                                                                                       |  |                       |            |                       |   |            | 
|                                                                                                                                                                                       |  |                       |            |                       |   |            | 
|Common stock, Class B subject to possible conversion, (2,046,176
 shares at conversion value) (Notes 1 and 7)                                                                          |  |                       | -          |                       |   | 10,702,687 | 
|                                                                                                                                                                                       |  |                       |            |                       |   |            | 
|                                                                                                                                                                                       |  |                       |            |                       |   |            | 
|Commitments  (Note 4)                                                                                                                                                                  |  |                       |            |                       |   |            | 
|                                                                                                                                                                                       |  |                       |            |                       |   |            | 
|Stockholders Equity (Notes 2, 5 and 6)                                                                                                                                                |  |                       |            |                       |   |            | 
|Common stock, par value $.0001 per share, 40,000,000
shares
 authorized, 1,065,100 shares issued and outstanding                                                                       |  |                       | 107        |                       |   | 107        | 
|Common stock, Class B, par value $.0001 per share,
12,000,000 shares
 authorized, 8,189,824 shares issued and outstanding (excluding 2,046,176
 shares subject to possible conversion) |  |                       | 819        |                       |   | 819        | 
|Additional paid-in-capital                                                                                                                                                             |  |                       | 1,458,444  |                       |   | 42,440,215 | 
|Retained earnings (deficit) accumulated in the
development stage                                                                                                                       |  |                       | (1,126,650 | )                     |   | 1,394,423  | 
|                                                                                                                                                                                       |  |                       |            |                       |   |            | 
|                                                                                                                                                                                       |  |                       |            |                       |   |            | 
|Total stockholders equity                                                                                                                                                             |  |                       | 332,720    |                       |   | 43,835,564 | 
|                                                                                                                                                                                       |  |                       |            |                       |   |            | 
|                                                                                                                                                                                       |  |                       |            |                       |   |            | 
|Total liabilities and stockholders equity                                                                                                                                             |  | $                     | 55,513,867 |                       | $ | 54,672,826 | 
|                                                                                                                                                                                       |  |                       |            |                       |   |            | 

See Notes to the
Financial Statements

F - 4

---

---

# Israel Growth Partners
Acquisition Corp. Statements of
Operations

|                                                                                         |  |                                   |           |                                   |   |                                                            |   |                                                            |          |   |   |            |  
|---------------------------------------------------------------------------------------- |  | --------------------------------- | --------- | --------------------------------- | - | ---------------------------------------------------------- | - | ---------------------------------------------------------- | -------- | - | - | ---------- | -
|                                                                                         |  | For the year ended
 July 31, 2008 |           | For the year ended
 July 31, 2007 |   | Period from inception 
 (August 1, 2005) to
 July 31, 2006 |   | Period from inception 
 (August 1, 2005) to
 July 31, 2008 |         
|                                                                                         |  |                                   |           |                                   |   |                                                            |   |                                                            |         
|Revenue                                                                                  |  | $                                 | -         |                                   | $ | -                                                          |   | $                                                          | -        |   | $ | -          |  
|Operating expenses:                                                                      |  |                                   |           |                                   |   |                                                            |   |                                                            |          |   |   |            |  
|Professional fees                                                                        |  |                                   | 427,454   |                                   |   | 128,981                                                    |   |                                                            | 30,603   |   |   | 587,038    |  
|Delaware franchise tax                                                                   |  |                                   | 77,631    |                                   |   | 65,795                                                     |   |                                                            | 78,042   |   |   | 221,468    |  
|Other general and administrative expenses
 (Note 4)                                      |  |                                   | 195,309   |                                   |   | 206,235                                                    |   |                                                            | 6,821    |   |   | 408,365    |  
|                                                                                         |  |                                   |           |                                   |   |                                                            |   |                                                            |          |   |   |            |  
|Loss from operations                                                                     |  |                                   | (700,394  | )                                 |   | (401,011                                                   | ) |                                                            | (115,466 | ) |   | (1,216,871 | )
|                                                                                         |  |                                   |           |                                   |   |                                                            |   |                                                            |          |   |   |            |  
|Interest Income                                                                          |  |                                   | 1,498,703 |                                   |   | 1,880,286                                                  |   |                                                            | 30,614   |   |   | 3,409,603  |  
|                                                                                         |  |                                   |           |                                   |   |                                                            |   |                                                            |          |   |   |            |  
|Income before provision for income taxes                                                 |  |                                   | 798,309   |                                   |   | 1,479,275                                                  |   |                                                            | (84,852  | ) |   | 2,192,732  |  
|                                                                                         |  |                                   |           |                                   |   |                                                            |   |                                                            |          |   |   |            |  
|Provision for income taxes                                                               |  |                                   | -         |                                   |   | -                                                          |   |                                                            | -        |   |   | -          |  
|                                                                                         |  |                                   |           |                                   |   |                                                            |   |                                                            |          |   |   |            |  
|Net income for the period                                                                |  | $                                 | 798,309   |                                   | $ | 1,479,275                                                  |   | $                                                          | (84,852  | ) | $ | 2,192,732  |  
|                                                                                         |  |                                   |           |                                   |   |                                                            |   |                                                            |          |   |   |            |  
|Accretion of Trust Fund relating to Class B
 common stock subject to possible conversion |  |                                   | (294,049  | )                                 |   | (369,496                                                   | ) |                                                            | (5,853   | ) |   | (669,398   | )
|                                                                                         |  |                                   |           |                                   |   |                                                            |   |                                                            |          |   |   |            |  
|Net income attributable to other Class B
 stockholders and common stockholders           |  | $                                 | 504,260   |                                   | $ | 1,109,779                                                  |   | $                                                          | (90,705  | ) | $ | 1,523,334  |  
|                                                                                         |  |                                   |           |                                   |   |                                                            |   |                                                            |          |   |   |            |  
|                                                                                         |  |                                   |           |                                   |   |                                                            |   |                                                            |          |   |   |            |  
|Weighted average Class B common shares
 outstanding
 subject to possible conversion      |  |                                   | 2,046,176 |                                   |   | 2,046,176                                                  |   |                                                            | -        |   |   |            |  
|                                                                                         |  |                                   |           |                                   |   |                                                            |   |                                                            |          |   |   |            |  
|Net income per Class B common share subject
 to possible
 conversion,basic and diluted   |  | $                                 | 0.14      |                                   | $ | 0.18                                                       |   |                                                            | -        |   |   |            |  
|                                                                                         |  |                                   |           |                                   |   |                                                            |   |                                                            |          |   |   |            |  
|Weighted average number of shares
 outstanding,basic and diluted                         |  |                                   | 9,254,924 |                                   |   | 9,254,924                                                  |   |                                                            | 363,388  |   |   |            |  
|                                                                                         |  |                                   |           |                                   |   |                                                            |   |                                                            |          |   |   |            |  
|Net income per share, basic and diluted                                                  |  | $                                 | 0.05      |                                   | $ | 0.12                                                       |   |                                                            | (0.25    | ) |   |            |  
|                                                                                         |  |                                   |           |                                   |   |                                                            |   |                                                            |          |   |   |            |  

See Notes to the
Financial Statements

F - 5

---

---

# Israel Growth Partners
Acquisition Corp. Statement of
Stockholders Equity

|                                                                                                                                                                                                                                                                |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |             |                                           |   |            |   |   |             |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | --------- | --------------------- | - | ------ |  | ------ | --------- |  | - | ----- |  | ------------------------- | ----------- | ----------------------------------------- | - | ---------- | - | - | ----------- | -
|                                                                                                                                                                                                                                                                |  |              |           |                       |   |        |  |        |           |  |   |       |  | AdditionalPaid -InCapital |             | Deficitaccumulated inthe
developmentstage |   |            |   |  
|                                                                                                                                                                                                                                                                |  | Common Stock |           | Common Stock, Class B |   |        |  |        |           | 
|                                                                                                                                                                                                                                                                |  |              |           |                       |   |        |  |        |           | 
|                                                                                                                                                                                                                                                                |  | Shares       |           | Amount                |   | Shares |  | Amount |           |  |   | Total | 
|                                                                                                                                                                                                                                                                |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |            
|                                                                                                                                                                                                                                                                |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |             |                                           |   |            |   |   |             |  
|Balance, August 1, 2005 (inception)                                                                                                                                                                                                                             |  |              | -         |                       | $ | -      |  |        | -         |  | $ | -     |  | $                         | -           |                                           | $ | -          |   | $ | -           |  
|                                                                                                                                                                                                                                                                |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |             |                                           |   |            |   |   |             |  
|Issuance of Common Stock to initial stockholder                                                                                                                                                                                                                 |  |              | 100       |                       |   | -      |  |        | -         |  |   | -     |  |                           | 500         |                                           |   | -          |   |   | 500         |  
|                                                                                                                                                                                                                                                                |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |             |                                           |   |            |   |   |             |  
|Issuance of 4,950,000 Warrants at $0.05 Per Warrant                                                                                                                                                                                                             |  |              | -         |                       |   | -      |  |        | -         |  |   | -     |  |                           | 247,500     |                                           |   | -          |   |   | 247,500     |  
|                                                                                                                                                                                                                                                                |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |             |                                           |   |            |   |   |             |  
|Sale of 532,500 Series A Units, 5,118,000 Series B Units through
 public offering net of underwriters discount and offering expenses and net
 of proceeds of 10,333,190 allocable 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  |                                           |   | -          |   |   | 42,568,390  |  
|                                                                                                                                                                                                                                                                |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |             |                                           |   |            |   |   |             |  
|Proceeds from sale of underwriters purchase option                                                                                                                                                                                                             |  |              | -         |                       |   | -      |  |        | -         |  |   | -     |  |                           | 100         |                                           |   |            |   |   | 100         |  
|                                                                                                                                                                                                                                                                |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |             |                                           |   |            |   |   |             |  
|Accretion relating to Class B common stock subject 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    | ) |   | 42,725,785  |  
|                                                                                                                                                                                                                                                                |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |             |                                           |   |            |   |   |             |  
|Accretion relating to Class B common stock subject to possible
 conversion                                                                                                                                                                                      |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           | (369,496    | )                                         |   |            |   |   | (369,496    | )
|                                                                                                                                                                                                                                                                |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |             |                                           |   |            |   |   |             |  
|Net income for the year                                                                                                                                                                                                                                         |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |             |                                           |   | 1,479,275  |   |   | 1,479,275   |  
|                                                                                                                                                                                                                                                                |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |             |                                           |   |            |   |   |             |  
|Balance, July 31, 2007                                                                                                                                                                                                                                          |  |              | 1,065,100 |                       | $ | 107    |  |        | 8,189,824 |  | $ | 819   |  | $                         | 42,440,215  |                                           | $ | 1,394,423  |   | $ | 43,835,564  |  
|                                                                                                                                                                                                                                                                |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |             |                                           |   |            |   |   |             |  
|Accretion relating to Class B common stock subject to possible
 conversion                                                                                                                                                                                      |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           | (294,049    | )                                         |   |            |   |   | (294,049    | )
|Net income for the year                                                                                                                                                                                                                                         |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |             |                                           |   | 798,309    |   |   | 798,309     |  
|                                                                                                                                                                                                                                                                |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |             |                                           |   |            |   |   |             |  
|Net income from inception to July 31, 2008 before reclassification of
 interest earned on trust account                                                                                                                                                         |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |             |                                           |   | 2,192,732  |   |   | -           |  
|                                                                                                                                                                                                                                                                |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |             |                                           |   |            |   |   |             |  
|Reclassification of interest earned on trust account since inception
 to additional paid-in capital                                                                                                                                                             |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           | 3,319,382   |                                           |   | (3,319,382 | ) |   | -           |  
|Reclassification of Class B common stock value subject to redemption
 to current liability                                                                                                                                                                      |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           | (44,014,447 | )                                         |   | -          |   |   | (44,014,447 | )
|Proceeds from sale by beneficial owner of Class B stock                                                                                                                                                                                                         |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           | 7,343       |                                           |   |            |   |   | 7,343       |  
|                                                                                                                                                                                                                                                                |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |             |                                           |   |            |   |   |             |  
|                                                                                                                                                                                                                                                                |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |             |                                           |   |            |   |   |             |  
|Balance, July 31, 2008                                                                                                                                                                                                                                          |  |              | 1,065,100 |                       | $ | 107    |  |        | 8,189,824 |  | $ | 819   |  | $                         | 1,458,444   |                                           | $ | (1,126,650 | ) | $ | 332,720     |  
|                                                                                                                                                                                                                                                                |  |              |           |                       |   |        |  |        |           |  |   |       |  |                           |             |                                           |   |            |   |   |             |  

See Notes to the
Financial Statements

F - 6

---

---

# Israel Growth Partners
Acquisition Corp. Statements of Cash
Flows

|                                                                                                                                                          |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------- | ------------ | --------------------------------- | - | --------------------------------------------------------- | - | --------------------------------------------------------- | ----------- | - | - | -------------- | -
|                                                                                                                                                          |  | For the year ended
 July 31, 2008 |              | For the year ended
 July 31, 2007 |   | Period from inception
 (August 1, 2005) to
 July 31, 2006 |   | Period from inception
 (August 1, 2005) to
 July 31, 2008 |            
|                                                                                                                                                          |  |                                   |              |                                   |   |                                                           |   |                                                           |            
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                                                                      |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|Net income for the period                                                                                                                                 |  | $                                 | 798,309      |                                   | $ | 1,479,275                                                 |   | $                                                         | (84,852     | ) | $ | 2,192,732      |  
|Adjustments to reconcile net income to net cash used
in operating
 activities:                                                                            |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|Gain on maturity of Securities held in Trust
Fund                                                                                                         |  |                                   | (1,545,605   | )                                 |   | (1,696,631                                                | ) |                                                           |             |   |   | (3,242,236     | )
|Changes in operating assets and
liabilities:                                                                                                              |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|Decrease (increase) in interest receivable in
trust                                                                                                       |  |                                   | 74,627       |                                   |   | (122,496                                                  | ) |                                                           | (29,277     | ) |   | (77,146        | )
|Decrease in accounts receivable - interest                                                                                                                |  |                                   | 1,025        |                                   |   | (1,025                                                    | ) |                                                           | -           |   |   | -              |  
|Increase in prepaid expenses                                                                                                                              |  |                                   | (56,245      | )                                 |   | (2,347                                                    | ) |                                                           | (5,394      | ) |   | (63,986        | )
|Increase in accrued expenses                                                                                                                              |  |                                   | 35,389       |                                   |   | 100,944                                                   |   |                                                           | 33,631      |   |   | 169,964        |  
|                                                                                                                                                          |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|                                                                                                                                                          |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|Net cash used in operating activities                                                                                                                     |  |                                   | (692,500     | )                                 |   | (242,280                                                  | ) |                                                           | (85,892     | ) |   | (1,020,672     | )
|                                                                                                                                                          |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|                                                                                                                                                          |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                                                                                      |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|Purchase of Securities held in trust                                                                                                                      |  |                                   | (651,834,229 | )                                 |   | (630,479,876                                              | ) |                                                           | (51,691,800 | ) |   | (1,334,005,905 | )
|Maturity of Securities held in trust                                                                                                                      |  |                                   | 651,834,229  |                                   |   | 630,479,876                                               |   |                                                           | -           |   |   | 1,282,314,105  |  
|                                                                                                                                                          |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|Net cash used in investing activities                                                                                                                     |  |                                   | -            |                                   |   | -                                                         |   |                                                           | (51,691,800 | ) |   | (51,691,800    | )
|                                                                                                                                                          |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                                                                                      |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|Proceeds from issuance of common stock to initial
stockholder                                                                                             |  |                                   | -            |                                   |   | -                                                         |   |                                                           | 500         |   |   | 500            |  
|Proceeds from issuance of warrants                                                                                                                        |  |                                   | -            |                                   |   | -                                                         |   |                                                           | 247,500     |   |   | 247,500        |  
|Proceeds from sale of underwriters purchase
option                                                                                                       |  |                                   | -            |                                   |   | -                                                         |   |                                                           | 100         |   |   | 100            |  
|Portion of net proceeds from sale of Series B units
through public
 offering allocable to shares of common stock, Class B subject to possible
 conversion |  |                                   | -            |                                   |   | -                                                         |   |                                                           | 10,327,338  |   |   | 10,327,338     |  
|Proceeds from sale by beneficial owner of Class B
stock                                                                                                   |  |                                   | 7,343        |                                   |   |                                                           |   |                                                           | -           |   |   | 7,343          |  
|Net proceeds from sale of Series A and B units
through public offering
 allocable to stockholders equity                                                 |  |                                   | -            |                                   |   | (150,860                                                  | ) |                                                           | 42,719,250  |   |   | 42,568,390     |  
|                                                                                                                                                          |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|Net cash (used in) provided by financing activities                                                                                                       |  |                                   | 7,343        |                                   |   | (150,860                                                  | ) |                                                           | 53,294,688  |   |   | 53,151,171     |  
|                                                                                                                                                          |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|                                                                                                                                                          |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|Net increase (decrease) in cash and cash equivalents                                                                                                      |  |                                   | (685,157     | )                                 |   | (393,140                                                  | ) |                                                           | 1,516,996   |   |   | 438,699        |  
|                                                                                                                                                          |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|Cash and cash equivalents                                                                                                                                 |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|Beginning of period                                                                                                                                       |  |                                   | 1,123,856    |                                   |   | 1,516,996                                                 |   |                                                           | -           |   |   | -              |  
|                                                                                                                                                          |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|End of period                                                                                                                                             |  | $                                 | 438,699      |                                   | $ | 1,123,856                                                 |   | $                                                         | 1,516,996   |   | $ | 438,699        |  
|                                                                                                                                                          |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|                                                                                                                                                          |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|Supplemental disclosure of non-cash financing
 activities:                                                                                                |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|Fair value of underwriter purchase option included
in offering costs                                                                                      |  | $                                 | -            |                                   | $ | -                                                         |   | $                                                         | 641,202     |   | $ | 641,202        |  
|                                                                                                                                                          |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|Accretion of Trust Fund relating to Class B common
stock subject to
 possible conversion                                                                  |  | $                                 | (294,049     | )                                 | $ | (369,496                                                  | ) | $                                                         | (5,853      | ) | $ | (669,398       | )
|                                                                                                                                                          |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|Reclassification of Class B common stock to
liability                                                                                                     |  | $                                 | 44,014,447   |                                   | $ | -                                                         |   | $                                                         | -           |   | $ | 44,014,447     |  
|                                                                                                                                                          |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  
|Reclassification of Class B, subject to possible
conversion to
 liability                                                                                 |  | $                                 | 10,996,735   |                                   | $ | -                                                         |   | $                                                         | -           |   | $ | 10,996,735     |  
|                                                                                                                                                          |  |                                   |              |                                   |   |                                                           |   |                                                           |             |   |   |                |  

See Notes to the
Financial Statements

F - 7

---

---

# 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, 2008 related to the Companys formation and capital raising
activities. The Company has selected July 31 as its year end.

Recent Events

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 our 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 plans to distribute the amount held in the Trust Fund to
its Class B stockholders and is presenting to its shareholders a proposal to allow for
continued corporate existence following such distribution. (See Note 7)

As
a result of the Companys intent to return the proceeds held in the Trust Fund to the
Class B common stockholders, $55,011,182 (which includes interest aggregating $77,146
received at July 31, 2008 and consisting of a $44 million reclassification from
paid-in-capital and a $11 million reclassification from Class B, common stock subject to
conversion; approximately $5.37 per share) has been classified as a current liability in
the accompanying balance sheet at July 31, 2008.

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.

The agreement also provided FIIG with
the right to appoint a member to the Companys board of directors. The Company has
agreed, upon such appointment, to obtain the resignation of each of its current directors
which resignations shall only take effect if the Companys stockholders approve the
amendments to the Companys certificate of incorporation described in the agreement
and after all of the assets in the trust fund being distributed to the holders of Class B
common stock.

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 immediate distribution 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 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.

F - 8

---

---

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 is 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 is 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.

Going concern consideration As indicated in the accompanying financial statements, at July 31, 2008, the
Company had $438,699 in cash, current liabilities of $169,965 and working capital of
$332,720. 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.

# 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).

F - 9

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# 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 consist 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 period
ended July 31, 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 is held in a brokerage account at
Barclays Capital. See Note 1  Organization and Business Operations  Recent
Events.

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, 2008.

As a result of the Companys
intent to distribute the Trust Fund to the Class B Common Stockholders as discussed in
Note 1, all amounts in the Trust Fund will be returned to the Class B Common Stockholders
including all interest income earned thereon. Due to the planned distribution to Class B
common shareholders and the inclusion therein of $3,319,382 of interest earned on the
Trust Fund to July 31, 2008 the amounts disclosed as earnings (loss) per share on the
statements of operations are not representative of the actual per share earnings (loss) of
the common stock Class B (10,236,000 shares) and common stock (1,065,100 shares) since
inception. Such amounts would be $0.32 net income per share of common stock Class B (based
on $3,319,382 interest on Trust Fund since the Offering) and $1.06 net loss per share of
common stock (based on net loss since inception of $1,126,650 excluding interest on the
Trust Fund) for the 10,236,000 and 1,065,100 shares respectively.

F - 10

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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, 2008 and July 31, 2007

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.

In September 2006, the FASB issued
SFAS No. 157, Fair Value Measurement (SFAS 157). SFAS 157 defines
fair value, establishes a framework for measuring it, and expands disclosures about fair
value measurements. SFAS 157 emphasizes that fair value is a market-based measurement, not
an entity-specific measurement, and sets out a fair value hierarchy with the highest
priority being quoted prices in active markets. SFAS 157 is effective for years beginning
after November 15, 2007. The Company is evaluating the impact, if any, the adoption of
this statement will have on its consolidated results of operations, financial position or
cash flows.

In February 2008, the FASB issued FSP
157-2, Partial Deferral of the Effective Date of Statement 157 (FSP
157-2). FSP 157-2 delays the effective date of SFAS 157 for all nonfinancial assets
and nonfinancial liabilities, except those that are recognized or disclosed at fair value
in the financial statements on a recurring basis (at least annually) to fiscal years
beginning after November 15, 2008. The Company is currently evaluating the impact of SFAS
157 on nonfinancial assets and nonfinancial liabilities, but does not expect the adoption
to have a material impact on its consolidated financial position, results of operations or
cash flows.

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.

F - 11

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# 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 $90,000 and $90,000 for the year ended July 31,
2008, 2007 is included in general and administrative expenses on the accompanying
condensed statements of operations and $185,081 for period from Inception (August 1, 2005)
to July 31, 2008. 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, 2008 and the agreement has been terminated.

# 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.

Common Stock and Class B
Common Stock

The Company is authorized to issue
40,000,000 shares of common stock and 12,000,000 shares of Class B common stock. As of
July 31, 2008, there are 1,065,100 shares of the Companys common stock issued and
outstanding and 10,236,000 shares of the Companys Class B stock issued and
outstanding, including 2,046,176 Class B common shares subject to possible conversion.

As of July 31, 2008, there are
6,967,900 and 1,304,000 authorized but unissued shares of the Companys common stock
and the Companys Class B common stock, respectively, 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 a Business Combination. 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.

F - 12

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# 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, 2008 there were 12,711,000 Class W Warrants outstanding.

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, 2008 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.

F - 13

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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.

F - 14

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# NOTE 7  RECENT
SIGNIFICANT EVENTS

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.

The agreement also provided FIIG with
the right to appoint a member to the Companys board of directors. The Company has
agreed, upon such appointment, to obtain the resignation of each of its current directors
which resignations shall only take effect if the Companys stockholders approve the
amendments to the Companys certificate of incorporation described in the agreement
and after all of the assets in the trust fund being distributed to the holders of Class B
common stock.

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 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 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.

NOTE 8  SUMMARIZED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

|                                                                                | Quarter Ended
|------------------------------------------------------------------------------- | -------------
|
|
|
|
|YEAR ENDED JULY 31, 2008                                                        |              
|Operating expenses                                                              |              
|Interest income                                                                 |              
|Interest expense                                                                |              
|                                                                                |              
|Income before provision for taxes                                               |              
|Provision for taxes                                                             |              
|                                                                                |              
|Net income                                                                      |              
|Accretion of Trust Fund relating to common stock subject to possible conversion |              
|                                                                                |              
|Net income attributable to common stockholders                                  |              
|                                                                                |              

|                                                                       |  |  |   |          
|---------------------------------------------------------------------- |  |  | - | ---------
|
|
|
|
|Shares outstanding subject to possible conversion                      |  |  |   | 2,046,176
|Net income per share subject to possible conversion, basic and diluted |  |  | $ | 0.02     
|Weighted average number of shares outstanding                          |  |  |   | 9,254,924
|Net income per share, basic and diluted                                |  |  | $ | 0.02     

|                                                                                | Quarter Ended
|------------------------------------------------------------------------------- | -------------
|
|
|
|
|YEAR ENDED JULY 31, 2007                                                        |              
|Operating expenses                                                              |              
|Interest income                                                                 |              
|Interest expense                                                                |              
|                                                                                |              
|Income before provision for taxes                                               |              
|Provision for taxes                                                             |              
|                                                                                |              
|Net income                                                                      |              
|Accretion of Trust Fund relating to common stock subject to possible conversion |              
|                                                                                |              
|Net income attributable to common stockholders                                  |              
|                                                                                |              
|                                                                                |              
|Shares outstanding subject to possible conversion                               |              
|Net income per share subject to possible conversion, basic and diluted          |              
|Weighted average number of shares outstanding                                   |              
|Net income per share, basic and diluted                                         |              

F - 15

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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.

|Date: October 31, 2008 |  | ISRAEL GROWTH PARTNERS ACQUISITION CORP.By: /s/ Carmel Vernia
Carmel VerniaChief Executive Officer(Principal Executive Officer)
|---------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------

Pursuant
to the requirements of the Securities Act of 1934, this report has been signed by the
following persons in the capacities and on the dates indicated.

|Name | Position | Date
|---- | -------- | ----

|/s/ Carmel Vernia
Carmel Vernia | Chief Executive Officer and Director
(Principal Executive Officer) | October 31, 2008
|--------------------------------------------- | ------------------------------------------------------------------ | ----------------

|/s/ Matty Karp
Matty Karp | Chairman | October 31, 2008
|--------------------------------------- | -------- | ----------------

|/s/ Dror Gad
Dror Gad | Chief Financial Officer, Executive Vice
President and Director                 
(Principal Financial and Accounting    
Officer) | October 31, 2008
|----------------------------------- | -------------------------------------------------------------------------------------------------------------------------------- | ----------------



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