UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




Form
10-K




(Mark
One)


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


For
the fiscal year ended July 31, 2010


OR




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


For
the transition period
from                     
to




Commission
File Number 000-51980




ISRAEL
GROWTH PARTNERS ACQUISITION CORP.


(Exact Name of Registrant as
Specified in Its Charter)




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




4808
Moorland Lane


Suite
109


Bethesda,
MD 20814


301-502-8602


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




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




None




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




Common
Stock, par value $.0001 per share


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


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


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


(Title
of Class)




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




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




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




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




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




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




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




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




The
aggregate market value of the common stock held by nonaffiliates of the
registrant (529,500 shares) based on the $0.06closing price of the
registrant’s common stock as reported on the Over-the-Counter bulletin board on
January 31, 2010, was approximately $35,970. For purposes of this computation,
all officers, directors and 10% beneficial owners of the registrant are deemed
to be affiliates. Such determination should not be deemed to be an admission
that such officers, directors or 10% beneficial owners are, in fact, affiliates
of the registrant.




As of
November 12, 2010, there were 2,465,100 outstanding shares of the registrant’s
common stock.





CAUTIONARY
NOTES REGARDING FORWARD-LOOKING STATEMENTS


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


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


1





PART
I




Item
1.  Business




Overview




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




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




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




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




We are a
“blank check” company.  The Securities Act of 1933 defines such companies
as “any development stage company that is issuing a penny stock (within the
meaning of section 3 (a)(51) of the Securities Exchange Act of 1934) and that
(A) has no specific business plan or purpose; or (B) has indicated that its
business plan is to merge with an unidentified company or companies.” Under SEC
Rule 12b-2 under the Securities Exchange Act of 1934 (the Exchange Act), we also
qualify as a “shell company,” because we have no or nominal assets (other than
cash) and no or nominal operations. Many states have enacted statutes,
rules and regulations limiting the sale of securities of “blank check” companies
in their respective jurisdictions. Management does not intend to undertake any
efforts to cause a market to develop in our securities, either debt or equity,
until we have successfully concluded a business combination. We intend to comply
with the periodic reporting requirements of the Exchange Act for so long as we
are subject to those requirements.


2


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




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




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




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




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




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




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




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




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




·
            Other
      relevant factors.




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




Management




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


3


No
Identified Target Business




To date,
we have not identified any specific potential acquisition candidates other than
those associated with our previous focus on Israel and referred to in previous
public disclosures, and we have not made preliminary or firm offers to or
completed a business combination with any target. We cannot assure you that we
will be able to identify a target business or that we will be able to engage in
a business combination with a target business on favorable or acceptable terms.
We have virtually unrestricted flexibility in identifying and selecting a
prospective acquisition candidate. Although our management will endeavor to
evaluate the risks inherent in a particular target business, we cannot assure
you that we will properly ascertain or assess all significant risk
factors.




Sources
of Target Businesses




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




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.


4


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’s 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’s competitive position may be
affected by changing economic conditions, customer requirements or technical
developments. We cannot assure you that, subsequent to a business combination,
we will have the resources to compete effectively.




Facilities




Our sole
office is located at 4808 Moorland Lane, Suite 109, Bethesda, Maryland 20814,
and is presently provided free of charge by Moorland Lane Partners, LLC, one of
our shareholders.  We consider our current office space adequate for our
current operations.





Employees




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




Available
Information




We file
or submit to the SEC annual, quarterly and current periodic reports, proxy
statements and other information meeting the informational requirements of the
Exchange Act.  While we do not have a website with available filings, we
will provide at no additional charge, copies of these reports, proxy and
information statements and other information upon request to our address at 4808
Moorland Lane, Suite 109, Bethesda, Maryland 20814 . You may also inspect and
copy these reports, proxy and information statements and other information, and
related exhibits and schedules, at the Public Reference Room of the SEC at 100 F
Street, NE, Washington, D.C. 20549. You may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition,
the SEC maintains a website that contains reports, proxy, information statements
and other information filed electronically by us with the SEC which are
available on the SEC’s website at http://www.sec.org.




Item
1A.  Risk
Factors




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




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


5


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




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




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




At July
31, 2010, we had cash on hand of $24,556. We do not expect that these funds will
be sufficient to cover our operating costs and expenses, including those we will
incur in connection with satisfying our reporting obligations under the Exchange
Act and consummating a business combination. If our financial resources are
inadequate to cover our costs and expenses, we will require additional financing
and we cannot be certain that such financing will be available to us on
acceptable terms, if at all. Our failure to secure funds necessary to cover our
costs and expenses would have an adverse affect on our operations and ability to
achieve our objective.




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




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




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




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




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


6


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




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




Initially,
we will only be able to complete one business combination, which will cause us
to be dependent solely 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:




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




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




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




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




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


7


We
may have insufficient capital or be unable to obtain additional financing, if
required, to complete a business combination or to fund the operations and
growth of the target business, which could compel us to restructure the
transaction or abandon a particular business combination.




We cannot
ascertain the capital requirements for any particular transaction. If the
capital available to us proves to be insufficient, either because of the size of
the business combination or the depletion of the available net proceeds in
search of a target business, we will be required to seek additional financing.
We cannot assure you that such financing would be available on acceptable terms,
if at all. To the extent that additional financing proves to be unavailable when
needed to consummate a particular business combination, we would be compelled to
restructure the transaction or abandon that particular business combination and
seek an alternative target business candidate. In addition, if we consummate a
business combination, we may require additional financing to fund the operations
or growth of the target business. The failure to secure additional financing
could have a material adverse effect on the continued development or growth of
the target business. None of our officers, directors or stockholders is required
to provide any financing to us in connection with or after a business
combination.




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




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




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




We issued
warrants to purchase 15,561,000 shares of common stock in our initial public
offering. We have also issued to our initial security holders, warrants to
purchase 4,950,000 shares of common stock at an exercise price of $5.00 per
share. We also issued an option to certain of our securities to the
representative of the underwriters of our initial public offering which, if
exercised, will result in the issuance of an additional 510,000 shares of common
stock and 710,000 warrants.  To the extent we issue shares of common stock
to effect a business combination, the potential for the issuance of substantial
numbers of additional shares upon exercise of these warrants and option could
make us a less attractive acquisition vehicle in the eyes of a target business
as such securities, when exercised, will increase the number of issued and
outstanding shares of our common stock and reduce the value of the shares issued
to complete the business combination. Accordingly, our warrants and option may
make it more difficult to effectuate a business combination or increase the cost
of the target business. Additionally, the sale, or even the possibility of sale,
of the securities underlying the warrants and option could have an adverse
effect on the market price for our securities or on our ability to obtain future
public financing. If and to the extent these warrants and option are exercised,
our existing stockholders may experience dilution of their
holdings.




Item 2. Properties




We do not
own any material property.  Our sole office is located at 4808 Moorland
Lane, Suite 109, Bethesda, Maryland 20814, and is presently provided free of
charge by Moorland Lane Partners, LLC, one of our shareholders.  We
consider our current office space adequate for our current
operations.




Item
3.  Legal
Proceedings




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


8


PART
II




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




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




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




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




Class
      W
                        
                        
                        Class
      ZCommon
      Stock
                        
                        
                        Warrants
                        
                        
                        Warrants
                        
                        
                        Series
      A UnitsHigh
                        
                        
                        Low
                        
                        
                        High
                        
                        
                        High
                        
                        
                        High
                        
                        
                        High
                        
                        
                        High
                        
                        
                        HighFiscal
      year ended July 31, 2009First
      Quarter
                        
                        
                        1.01
                        
                        
                        
                        0.60
                        
                        
                        
                        0.18
                        
                        
                        
                        0.04
                        
                        
                        
                        0.20
                        
                        
                        
                        0.13
                        
                        
                        
                        3.50
                        
                        
                        
                        2.00Second
      Quarter
                        
                        
                        0.60
                        
                        
                        
                        0.18
                        
                        
                        
                        0.05
                        
                        
                        
                        0.01
                        
                        
                        
                        0.14
                        
                        
                        
                        0.01
                        
                        
                        
                        2.00
                        
                        
                        
                        0.62Third
      Quarter
                        
                        
                        1.47
                        
                        
                        
                        0.24
                        
                        
                        
                        0.10
                        
                        
                        
                        0.01
                        
                        
                        
                        0.13
                        
                        
                        
                        0.01
                        
                        
                        
                        3.60
                        
                        
                        
                        0.60Fourth
      Quarter
                        
                        
                        5.00
                        
                        
                        
                        0.75
                        
                        
                        
                        0.01
                        
                        
                        
                        0.002
                        
                        
                        
                        0.04
                        
                        
                        
                        0.01
                        
                        
                        
                        4.00
                        
                        
                        
                        1.05Fiscal
      year ended July 31, 2010First
      Quarter
                        
                        
                        5.00
                        
                        
                        
                        5.00
                        
                        
                        
                        0.002
                        
                        
                        
                        0.0007
                        
                        
                        
                        0.01
                        
                        
                        
                        0.01
                        
                        
                        
                        1.05
                        
                        
                        
                        1.05Second
      Quarter
                        
                        
                        5.00
                        
                        
                        
                        5.00
                        
                        
                        
                        0.0007
                        
                        
                        
                        0.0001
                        
                        
                        
                        0.01
                        
                        
                        
                        0.01
                        
                        
                        
                        1.05
                        
                        
                        
                        1.05Third
      Quarter
                        
                        
                        5.00
                        
                        
                        
                        5.00
                        
                        
                        
                        0.0001
                        
                        
                        
                        0.0001
                        
                        
                        
                        0.01
                        
                        
                        
                        0.01
                        
                        
                        
                        1.05
                        
                        
                        
                        0.11Fourth
      Quarter




The
trading of our securities, especially our Class W and Class Z warrants, is
limited, and therefore there may not be deemed to be an established public
trading market under guidelines set forth by the SEC. As of November 12, 2010,
there were 4 stockholders of record of our common stock, 11 holders of record of
our Class W warrants, 9 holders of record of our Class Z warrants, and 1 holder
of record of our Series A units. Such numbers do not include beneficial owners
holding shares, units or warrants through nominee names.




Dividends




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




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




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


9




General




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




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




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




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




Results
of Operations




Net loss
for the year ended July 31, 2010 of ($40,779) consisted of professional fees of
$24,692, Delaware franchise taxes of $6,156 and other operating expenses of
$9,931, which consist principally of agent fees and filing
services.




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


10




Net
income for the period from inception (August 1, 2005) to July 31, 2010 of
$2,085,055 consisted of interest income on the trust fund investment of
$3,623,908 and interest on cash and cash equivalents of $91,837, offset by
professional fees of $849,758, Delaware franchise taxes of $235,676 and other
operating expenses of $545,256, consisting of $202,984 for a monthly
administrative services agreement with an affiliate, $224,840 for insurance,
$68,124 for travel and $49,308 for other expenses.




Liquidity
and Capital Resources




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




As
indicated in the accompanying financial statements, at July 31, 2010, we had
$24,556 in cash, current liabilities of $63,371 and working capital deficit of
$38,815. Further, we have incurred and expect to continue to incur costs in
pursuit of acquisition plans. We believe that we will need to raise capital to
fund ongoing operations, and we may be unable to continue operations unless
further financing is consummated. Costs for ongoing operations are anticipated
to include the compliance cost of continuing to remain a public reporting
company, and to fund the acquisition of an operating business. There is no
assurance that the Company’s plans to raise capital or to consummate a
transaction will be successful.




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




Critical
Accounting Policies




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




Item 9A(T). 
Controls and
Procedures




Evaluation
of Disclosure Controls and Procedures




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


11




Limitations
on the Effectiveness of Controls




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




Management's
Report on Internal Control Over Financial Reporting




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




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




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




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




Changes
in Internal Controls




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


12




PART
III




Item 10. Directors,
Executive Officers and Corporate Governance




Our
executive officers and sole director, as of November 15, 2010, are as
follows:
  Name
                    
                    Age
                    
                    PositionCraig
      Samuels
                    
                    40
                    
                    Director,
      Chief Executive Officer and PresidentMitchell
      Metzman
                    
                    46
                    
                    Chief
      Financial Officer and Secretary
 Craig
Samuels, 40, has served as the sole member of our board of directors and our
Chief Executive Officer and President since June 2010.  Prior to
joining the Company, Mr. Samuels was a private investor and entrepreneur
specializing in micro-cap investing focusing on emerging markets such as
China.  In 2000, Mr. Samuels founded LearningElements, Inc., an early
elementary education company that developed innovative, verbally interactive
educational software, curriculum supplements, and teacher professional
development programs, and served as chief executive officer for the company
until its acquisition by Plato Learning, Inc. (Nasdaq: TUTR) in
2002.  Mr. Samuels received an A.B. degree in Psychology from
Washington University in 1992 and received a J.D. from the University of Miami
in 1995.
  Mitchell
Metzman, 46, has served as our Chief Financial Officer and Secretary since June
2010.  Prior to joing the Company, Mr. Metzman was a private investor,
primarily focusing on small- and micro-cap public companies both domestically
and in emerging countries in Asia. From June 1991 through July 2000, Mr. Metzman
served as a research analyst and institutional trader for Newby & Company,
Inc., a regional brokerage firm in Rockville, MD specialized in both value and
growth companies. Mr. Metzman received a B.S. degree in Accounting from the
Robert H. Smith School of Business, University of Maryland in 1986. He received
his CPA in the state of Maryland in 1990.




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




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




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




Conflicts
of Interest and Other Information




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




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




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




·
            Mr.
      Samuels may in the future become affiliated with entities, including other
      blank check companies, engaged in business activities similar to those
      intended to be conducted by the
Company.




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




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




·
            the
      corporation could financially undertake the
  opportunity;


13


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




Board
and Committee Meetings




Our board
of directors held no meetings during the fiscal year ended July 31, 2010.
Written consents were given on 2 occasions.




Section
16(a) Beneficial; Ownership Reporting Compliance




Section 16(a) of the Exchange Act
requires our directors, officers, and persons that own more than 10% of a
registered class of our equity securities to file reports of ownership and
changes in ownership with the SEC. Our officers, directors and 10% stockholders
are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file. We prepare Section 16(a) forms on
behalf of our directors and officers based on the information provided by
them. Based solely on
review of this information, we believe that, during the fiscal year ended July
31, 2010, no reporting person failed to file the forms required by
Section 16(a) of the Exchange Act on a timely basis.




Item
11. Executive
Compensation




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




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




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




The
following table sets forth certain information regarding the beneficial
ownership of our common stock on October 30, 2010, by (1) each director and
named executive officer of our Company, (2) all directors and named
executive officers of our Company as a group, and (3) each person known by
us to own more than 5% of our common stock. Applicable percentage ownership in
the following table is based on 2,465,100 shares of common stock
outstanding as of October 30, 2010.


14


Beneficial
ownership is determined in accordance with the rules of the SEC. In computing
the number of shares beneficially owned by a person and the percentage ownership
of that person, shares of common stock subject to options held by that person
that are currently exercisable or will become exercisable within 60 days
after Octoberber 29, 2010, are deemed outstanding, while the shares are not
deemed outstanding for purposes of computing percentage ownership of any other
person. Unless otherwise indicated in the footnotes below, the persons and
entities named in the table have sole voting or investment power with respect to
all shares beneficially owned, subject to community property laws where
applicable.


Unless
otherwise indicated, the principal address of each of the persons below is c/o
Moorland Land Partners LLC, 4808 Moorland Lane, Suite 109, Bethesda, Maryland
20814


Number ofShares
                            
                            
                            Percentage ofBeneficially
                            
                            
                            OutstandingOwned
                            
                            
                            SharesExecutive Officers and
      DirectorsCraig
      Samuels (1)
                            
                            
                            1,400,000
                            
                            
                            
                            56.8
                            %Mitchell
      Metzman (1)
                            
                            
                            1,400,000
                            
                            
                            
                            56.8
                            %All
      executive officers and directors as a group (2 persons)
(1)
                            
                            
                            1,400,000
                            
                            
                            
                            56.8
                            %Other 5%
      StockholdersMoorland
      Lane Partners, LLC (1)
                            
                            
                            1,400,000
                            
                            
                            
                            56.8
                            %FI
      Investment Group, LLC (2)
                            
                            
                            534,300
                            
                            
                            
                            21.7
                            %
  
 (1)
              Based on information contained in
      a Schedule 13D filed by Moorland Lane Partners, LLC (“Moorland”) on July
      9, 2010.  Includes 1,400,000 shares of common stock owned by
      Moorland.  Each of Messrs Samuels and Metzman is a manager and
      member of Moorland.  Accordingly, each of Messrs Samuels and
      Metzman may be deemed to beneficially own 1,400,000 shares of common stock
      and disclaims beneficial ownership of all such shares, except to the
      extent of their respective pecuniary interest
    therein.
 (2)
              Based on information contained in
      a Schedule 13D filed by FI Investment Group, LLC and Frank Islam on August
      6, 2008.  FI Investment Group, LLC and Frank Islam share voting
      and dispositive power with respect to 534,300 shares of our common
      stock.  Frank Islam is the principal of FI Investment Group,
      LLC.  The address for Mr. Islam and FI Investment Group, LLC is
      c/o FI Investment Group, LLC, 1600 Tysons Blvd., Suite 1150, McLean,
      Virginia 22102.




Item
13. Certain Relationships and
Related Transactions.




Other
than the transactions described below, since August 1, 2010 there have not been,
and there is not currently proposed, any transaction or series of similar
transactions to which we were or will be a participant in which the amount
involved exceeded or will exceed $120,000, and in which any director, executive
officer, holder of 5% or more of any class of our capital stock or any member of
the immediate family of any of the foregoing persons had or will have a direct
or indirect material interest.




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




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


15


On
December 16, 2009 and June 29, 2010 an officer and shareholder of the company
advanced the company $10,000 and $15,392, respectively, in order to continue to
fund its operations. The advance was non-interest bearing and has since
been converted into shares of the Company’s stock.




On June
30, 2010 the company issued and sold 1,400,000 shares of common stock (par value
of $.0001) at a price of $.01 per share (total proceeds of $14,000) to Moorland
Lane Partners, LLC (57% of the common shares issued and outstanding after the
transaction). Upon purchase of these shares, the sole director of the company
(Richard J. Roth) resigned and was replaced with a designee director of Moorland
Lane Partners, LLC.




On July
1, 2010 a shareholder of the company entered into a promissory note up to an
amount not to exceed $50,000 with Moorland Lane Partners, LLC. The note bears
interest at a rate of 10% annually and is due and payable on July 1, 2011. The
lender has advanced $36,000 against the note as of July 31, 2010.




We have
reimbursed our initial securityholders, including our former officers and
directors, for any reasonable out-of-pocket business expenses incurred by them
in connection with certain activities on our behalf such as identifying and
investigating possible target businesses and business combinations.




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




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




Item
14. Principal Accounting Fees
and Services




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




On June
12, 2009, we appointed Gruber & Company, LLC as our independent auditors for
the fiscal year ended July 31, 2009 and 2010.




The
aggregate fees billed to us by Ziv Haft for the fiscal years ended July 31, 2010
and 2009, respectively, are as follows:


2010
              
              
              2009Audit
      Fees
              
              $
              20,250
              
              
              $
              28,000Audit-Related
      Fees
              
              $
              
              
              
              $
              42,500Total
              
              $
              20,250
              
              
              $
              70,500





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





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


16


The
aggregate fees billed to us by Gruber & Company, LLC for the fiscal years
ended July 31, 2010 and 2009, respectively, are as follows:





2010
                            
                            
                            2009Audit
      Fees
                            
                            $
                            6,500
                            
                            
                            $
                            6,025Audit-Related
      Fees
                            
                            
                            
                            
                            
                            $
                            0Total
                            
                            $
                            6,500
                            
                            
                            $
                            6,025





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





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





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


17


PART IV




Item 15. Exhibits and
Financial Statement Schedules




(a)  Documents filed as part of this
report:




Consolidated
Financial Statements:




Reports
of Independent Registered Public Accounting Firms for the fiscal years ended
July 31, 2010 and 2009;




Balance
sheets as of July 31, 2010 and 2009;




Statements
of operations for the years ended July 31, 2010 and 2009;




Statements
of cash flows for the years ended July 31, 2010 and 2009;




Statements
of shareholders’ equity for the years ended July 31, 2010 and 2009;
and




Notes to
financial statements.




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




(b)  Exhibits




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


18


Report
of Independent Registered Public Accounting Firm
  
 Board of
Directors and Stockholders
 Israel
Growth Partners Acquisition Corp.
 
 We have
audited the accompanying balance sheets of Israel Growth Partners Acquisition
Corp. (a development stage company) (the “Company”) as of July 31, 2010
and  2009 and the related statements of operations, stockholders
equity (deficit), and cash flows for  each of the years then ended and
for the cumulative data from August 1, 2008 through July 31, 2010 in the
consolidated statements of operations, stockholders’ equity (deficit) and cash
flows.  These consolidated financial statements are the responsibility
of the Company’s management.  Our responsibility is to express an
opinion on these financial statements based on our audit.  We did not
audit the cumulative data from August 1, 2005 to July 31, 2008 in the
consolidated statements of operations, stockholders’ equity (deficit) and cash
flows, which were audited by other auditors whose report dated October 31, 2008
which expressed unqualified opinions (the report was modified related to the
uncertainty of the Company’s ability to continue as a going concern) have been
furnished to us.  Our opinion, insofar as it relates to the amounts
included for the cumulative period from August 1, 2005 (inception) to July 31,
2008 is based solely on the report of the other auditors.
 
 We
conducted our audits 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 audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Israel Growth Partners Acquisition
Corp. (a development stage company) as of July 31, 2010 and 2009, and the
results of its operations and cash flows for the years then  ended and
for the period from August 1, 2005 (inception) through July 31, 2010 in
conformity with accounting principles generally accepted in the United States of
America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the
financial statements,  the Company has incurred and expects to
continue to incur costs in pursuit of its acquisition
plan.   These factors, among others, raise substantial doubt
about the Company’s ability to continue as a going
concern.  Management’s plans regarding those matters are also
described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 
 Gruber
& Company, LLC
 
 Lake
Saint Louis, Missouri
 October
29, 2010





F-1





Israel
Growth Partners Acquisition Corp.


Balance
Sheets




As
      of
                                      
                                      
                                      As
      ofJuly
      31, 2010
                                      
                                      
                                      July
      31, 2009ASSETSCurrent
      Assets:Cash
      and cash equivalents
                                      
                                      $
                                      24,556
                                      
                                      
                                      $
                                      22,689Total
      assets
                                      
                                      $
                                      24,556
                                      
                                      
                                      $
                                      22,689LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      Liabilities:Accrued
      expenses
                                      
                                      $
                                      27,371
                                      
                                      
                                      $
                                      60,117Notes
      Payable
                                      
                                      
                                      36,000
                                      
                                      
                                      
                                      -Total
      current liabilities
                                      
                                      
                                      63,371
                                      
                                      
                                      
                                      60,117Commitments
      (Note 4)Stockholders'
      (Deficit) (Notes 2, 4 and 5)Preferred
      stock, par value $.0001 per share, 5,000 shares authorized, 0 shares
      issued and outstanding
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Common
      stock, par value $.0001 per share, 80,000,000 shares authorized, 2,465,100
      and 1,065,100 shares issued and outstanding at July 31st 2009 and 2010,
      respectively
                                      
                                      
                                      247
                                      
                                      
                                      
                                      107Common
      stock, Class B, par value $.0001 per share, 12,000,000 shares authorized,
      0 shares issued and outstanding
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Additional
      paid-in-capital
                                      
                                      
                                      1,499,792
                                      
                                      
                                      
                                      1,460,540Retained
      earnings (deficit) accumulated in the development stage
                                      
                                      
                                      (1,538,854
                                      )
                                      
                                      
                                      (1,498,075
                                      )Total
      stockholders' (deficit)
                                      
                                      
                                      (38,815
                                      )
                                      
                                      
                                      (37,428
                                      )Total
      liabilities and stockholders' (deficit)
                                      
                                      $
                                      24,556
                                      
                                      
                                      $
                                      22,689




See Notes
to  Audited Financial Statements





F-2




Israel
Growth Partners Acquisition Corp.
 Statements
of Operations
 For
      the Year Ended
                
                
                Period
      from inception (August 1, 2005) toJuly 31, 2010
                
                
                July 31, 2009
                
                
                July 31, 2010Revenue
                
                
                
                
                
                
                
                $
                -Operating
      expenses:Professional
      fees
                
                
                24,692
                
                
                
                238,028
                
                
                
                849,758Delaware
      franchise tax
                
                
                6,156
                
                
                
                8,052
                
                
                
                235,676Other
      general and administrative expenses (Note 4)
                
                
                9,931
                
                
                
                126,960
                
                
                
                545,256Loss
      from operations
                
                
                (40,779
                )
                
                
                (373,040
                )
                
                
                (1,630,690
                )Interest
      Income
                
                
                -
                
                
                
                306,142
                
                
                
                3,715,745Income
      (loss) before provision for income taxes
                
                
                (40,779
                )
                
                
                (66,898
                )
                
                
                2,085,055Provision
      for income taxes
                
                
                -
                
                
                
                -
                
                
                
                -Net
      income (loss) for the period
                
                $
                (40,779
                )
                
                $
                (66,898
                )
                
                $
                2,085,055Accretion
      of Trust Fund relating to Class Bcommon
      stock subject to conversion
                
                
                -
                
                
                
                (65,605
                )
                
                
                (734,003
                )Net
      income (loss) attributable to other Class B stockholdersand
      common stockholders
                
                $
                (40,779
                )
                
                $
                (132,503
                )
                
                $
                1,351,052Weighted
      average Class B common shares outstandingsubject
      to conversion (no Class B common sharesoutstanding
      on October 31, 2009)
                
                
                -
                
                
                
                1,108,345Net
      income per Class B common share subject toconversion,basic and
      diluted
                
                $
                -
                
                
                $
                (0.12
                )Weighted average number of
      shares outstanding,basic and diluted
                
                
                1,270,525
                
                
                
                5,501,255Net income (loss)per share,basic and diluted
                
                $
                (0.03
                )
                
                $
                (0.02
                )
    F-3




Israel
Growth Partners Acquisition Corp.
 Statement
of Stockholders’ Equity


DeficitAdditional
                                
                                
                                accumulated
      inCommon
      Stock
                                
                                
                                Common
      Stock, Class B
                                
                                
                                Paid
      -In
                                
                                
                                the
      developmentShares
                                
                                
                                Amount
                                
                                
                                Shares
                                
                                
                                Amount
                                
                                
                                Capital
                                
                                
                                stage
                                
                                
                                TotalBalance,August 1, 2005
      (inception)
                                
                                
                                -
                                
                                
                                $
                                -
                                
                                
                                
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -Issuance
      of Common Stock to initial stockholder
                                
                                
                                100
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                500
                                
                                
                                
                                -
                                
                                
                                
                                500Issuance
      of 4,950,000 Warrants at $0.05 Per Warrant
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                247,500
                                
                                
                                
                                -
                                
                                
                                
                                247,500Sale
      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
                                
                                
                                
                                -
                                
                                
                                
                                42,568,390Proceeds
      from sale of underwriters' purchase option
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                100
                                
                                
                                
                                
                                
                                
                                
                                100Accretion
      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
                                )
                                
                                
                                42,725,785Accretion
      relating to Class B common stock subject to possible
      conversion
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (369,496
                                )
                                
                                
                                
                                
                                
                                
                                (369,496
                                )Net
      income for the period
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                1,479,275
                                
                                
                                
                                1,479,275Balance,
      July 31, 2007
                                
                                
                                1,065,100
                                
                                
                                $
                                107
                                
                                
                                
                                8,189,824
                                
                                
                                $
                                819
                                
                                
                                $
                                42,440,215
                                
                                
                                $
                                1,394,423
                                
                                
                                $
                                43,835,564Accretion
      relating to Class B common stock subject to possible
      conversion
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (294,049
                                )
                                
                                
                                
                                
                                
                                
                                (294,049
                                )Net
      income for the period
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                798,309
                                
                                
                                
                                798,309Net
      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
                                
                                
                                
                                
                                
                                
                                
                                7,343Balance,
      July 31, 2008
                                
                                
                                1,065,100
                                
                                
                                $
                                107
                                
                                
                                
                                8,189,824
                                
                                
                                $
                                819
                                
                                
                                $
                                1,458,444
                                
                                
                                $
                                (1,126,650
                                )
                                
                                $
                                332,720Accretion
      relating to Class B common stock subject to possible
      conversion
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (64,605
                                )
                                
                                
                                
                                
                                
                                
                                (64,605
                                )Reclassification
      of interest earned on trust account to additional paid-in
      capital
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                304,527
                                
                                
                                
                                (304,527
                                )
                                
                                
                                -Reclassification
      of Class B common stock value subject to redemption to current
      liability
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (238,645
                                )
                                
                                
                                
                                
                                
                                
                                (238,645
                                )Cancellation
      of B Common Stock
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (8,189,824
                                )
                                
                                
                                (819
                                )
                                
                                
                                819
                                
                                
                                
                                
                                
                                
                                
                                -Net
      (Loss) for the period
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (66,898
                                )
                                
                                
                                (66,898
                                )Balance,
      July 31, 2009
                                
                                
                                1,065,100
                                
                                
                                $
                                107
                                
                                
                                
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                1,460,540
                                
                                
                                $
                                (1,498,075
                                )
                                
                                $
                                (37,428
                                )Capital
      contribution by shareholders
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                25,392
                                
                                
                                
                                
                                
                                
                                
                                25,392Proceeds
      from the sale of common shares on June 30, 2010
                                
                                
                                1,400,000
                                
                                
                                
                                140
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                13,860
                                
                                
                                
                                
                                
                                
                                
                                14,000Net
      (Loss) for the period
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (40,779
                                )
                                
                                
                                (40,779
                                )Balance,
      July 31, 2010
                                
                                
                                2,465,100
                                
                                
                                $
                                247
                                
                                
                                
                                -
                                
                                
                                $
                                0
                                
                                
                                $
                                1,499,792
                                
                                
                                $
                                (1,538,854
                                )
                                
                                $
                                (38,815
                                )








F-4





Israel
Growth Partners Acquisition Corp.


Statements
of Cash Flows




For
      the year ended
                          
                          
                          Period from inception
                            (August 1, 2005)
      toJuly 31, 2010
                          
                          
                          July 31, 2009
                          
                          
                          July 31, 2010CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income (loss) for the period
                          
                          $
                          (40,779
                          )
                          
                          $
                          (66,898
                          )
                          
                          $
                          2,085,054Adjustments
      to reconcile net income to net cash used in operating
      activities:Gain
      on maturity of Securities held in Trust Fund
                          
                          
                          -
                          
                          
                          
                          (380,396
                          )
                          
                          
                          (3,622,633
                          )Changes
      in operating assets and liabilities:Decrease
      (increase) in interest receivable in trust
                          
                          
                          -
                          
                          
                          
                          77,146
                          
                          
                          
                          -Decrease
      (Increase) in prepaid expenses
                          
                          
                          -
                          
                          
                          
                          63,986
                          
                          
                          
                          -(Decrease)
      Increase in accrued expenses
                          
                          
                          (32,746
                          )
                          
                          
                          (109,848
                          )
                          
                          
                          27,372Net
      cash used in operating activities
                          
                          
                          (73,525
                          )
                          
                          
                          (416,010
                          )
                          
                          
                          (1,510,207
                          )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of Securities held in trust
                          
                          
                          -
                          
                          
                          
                          (331,216,341
                          )
                          
                          
                          (1,665,222,246
                          )Maturity
      of Securities held in trust
                          
                          
                          -
                          
                          
                          
                          331,216,341
                          
                          
                          
                          1,613,530,446Net
      cash used in investing activities
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (51,691,800
                          )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of common stock to initial stockholder
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          500Proceeds
      from issuance of warrants
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          247,500Proceeds
      from advances from shareholders
                          
                          
                          25,392
                          
                          
                          
                          -
                          
                          
                          
                          25,392Proceeds
      from promissory notes
                          
                          
                          36,000
                          
                          
                          
                          -
                          
                          
                          
                          36,000Proceeds
      from the issuance of common stock
                          
                          
                          14,000
                          
                          
                          
                          -
                          
                          
                          
                          14,000Proceeds
      from sale of underwriters' purchase option
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          100Portion
      of net proceeds from sale of Series B units through public offering
      allocable to shares of common stock, Class B subject to possible
      conversion
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          10,327,338Proceeds
      from sale by beneficial owner of Class B stock
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          7,343Net
      proceeds from sale of Series A and B units through public offering
      allocable to stockholders' equity
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          42,568,390Net
      cash (used in) provided by financing activities
                          
                          
                          75,392
                          
                          
                          
                          -
                          
                          
                          
                          53,226,563Net
      increase (decrease) in cash and cash equivalents
                          
                          
                          1,867
                          
                          
                          
                          (416,010
                          )
                          
                          
                          24,556Cash
      and cash equivalentsBeginning
      of period
                          
                          
                          22,689
                          
                          
                          
                          438,699
                          
                          
                          
                          -End
      of period
                          
                          $
                          24,556
                          
                          
                          $
                          22,689
                          
                          
                          $
                          24,556Supplemental
      disclosure of non-cash financing activities:Fair
      value of underwriter purchase option included in offering
      costs
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          641,202Accretion
      of Trust Fund relating to Class B common stock subject to possible
      coversion
                          
                          $
                          -
                          
                          
                          $
                          (65,605
                          )
                          
                          $
                          (735,003
                          )Reclassification
      of Class B common stock to liability
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -Reclassification
      of Class B, subject to possible conversion to liability
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -








F-5




NOTES
TO FINANCIAL STATEMENTS




NOTES
TO AUDITED FINANCIAL STATEMENTS




NOTE
1 – ORGANIZATION AND BUSINESS OPERATIONS




Israel
Growth Partners Acquisition Corp. (the “Company”) was incorporated in Delaware
on August 1, 2005 to serve as a vehicle to effect a merger, capital stock
exchange, asset acquisition or other similar business combination with a
currently unidentified operating business which has operations or facilities
located in Israel, or which is a company operating outside of Israel which the
Company’s management believes would benefit from establishing operations or
facilities in Israel (a “Target Business”). All activity from inception (August
1, 2005) through April 30, 2010 related to the Company’s formation and capital
raising activities. The Company has selected July 31 as its year
end.




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




Organization




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




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




Operations




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




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




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





F-6





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




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




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




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




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




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




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




On
December 16, 2009 and June 29, 2010, an officer and shareholder of the company
advanced the company $10,000 and $15,392, respectively, in order to continue to
fund its operations. The advances were non-interest bearing. These advances
were converted into shares of the Company’s common stock.





F-7





On June
30, 2010 the company issued and sold 1,400,000 shares of common stock (par value
of $.0001) at a price of $.01 per share (total proceeds of $14,000) to Moorland
Lane Partners, LLC (57% of the common shares issued and outstanding after the
transaction).  Upon purchase of these shares, the sole director of the
company (Richard J. Roth) resigned and was replaced with a designee director of
Moorland Lane Partners, LLC.




On July
1, 2010 a shareholder of the company entered into a promissory note up to an
amount not to exceed $50,000 with Moorland Lane Partners, LLC.  The note
bears interest at a rate of 10% annually and is due and payable on July 1, 2011.
The lender has advanced $36,000 against the note as of July 31,
2010.




Going
concern consideration




At July
31, 2010, the Company had $24,556 in cash, current liabilities of $63,371 and
working capital deficit of $38,815. 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).




NOTE 3 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES




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




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




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





F-8





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, 2010.




FAIR VALUE OF FINANCIAL
INSTRUMENTS – FASB ASC Topic 820, “Fair Value measurement and
Disclosures”, an Accounting Standard Update. In September 2009, the FASB issued
this Update to amendments to Subtopic 82010, “Fair Value Measurements and
Disclosures”. Overall, for the fair value measurement of investments in certain
entities that calculates net asset value per share (or its equivalent). The
amendments in this Update permit, as a practical expedient, a reporting entity
to measure the fair value of an investment that is within the scope of the
amendments in this Update on the basis of the net asset value per share of the
investment (or its equivalent) if the net asset value of the investment (or its
equivalent) is calculated in a manner consistent with the measurement principles
of Topic 946 as of the reporting entity’s measurement date, including
measurement of all or substantially all of the underlying investments of the
investee in accordance with Topic 820. The amendments in this Update also
require disclosures by major category of investment about the attributes of
investments within the scope of the amendments in this Update, such as the
nature of any restrictions on the investor’s ability to redeem its investments
at the measurement date, any unfunded commitments (for example, a contractual
commitment by the investor to invest a specified amount of additional capital at
a future date to fund investments that will be made by the investee), and the
investment strategies of the investees. The major category of investment is
required to be determined on the basis of the nature and risks of the investment
in a manner consistent with the guidance for major security types in GAAP on
investments in debt and equity securities in paragraph 320-10-50-lB. The
disclosures are required for all investments within the scope of the amendments
in this Update regardless of whether the fair value of the investment is
measured using the practical expedient. The amendments in this Update apply to
all reporting entities that hold an investment that is required or permitted to
be measured or disclosed at fair value on a recurring or non recurring basis
and, as of the reporting entity’s measurement date, if the investment meets
certain criteria The amendments in this Update are effective for the interim and
annual periods ending after December 15, 2009. Early application is permitted in
financial statements for earlier interim and annual periods that have not been
issued.




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




·
            FASB ASC Topic 855,
      “Subsequent Events”. In May 2009, the FASB issued FASB ASC Topic
      855, which establish general standards of accounting and disclosure of
      events that occur after the balance sheet date but before financial
      statements are issued or are available to be issued. In particular, this
      Statement sets forth : (i) the period after the balance sheet date during
      which management of a reporting entity should evaluate events or
      transactions that may occur for potential recognition or disclosure in the
      financial statements, (ii) the circumstances under which an entity should
      recognize events or transactions occurring after the balance sheet date in
      its financial statements, (iii) the disclosures that an entity should make
      about events or transactions that occurred after the balance sheet date.
      This FASB ASC Topic should be applied to the accounting and disclosure of
      subsequent events. This FASB ASC Topic does not apply to subsequent events
      or transactions that are within the scope of other applicable accounting
      standards that provide different guidance on the accounting treatment for
      subsequent events or transactions. This FASB ASC Topic was effective for
      interim and annual periods ending after June 15, 2009, which was June 30,
      2009 for the Corporation. The adoption of this Topic did not have a
      material impact on the Company’s financial statements and
      disclosures.





F-9





·
            FASB ASC Topic 105, “The FASB
      Accounting Standard Codification and the Hierarchy of Generally Accepted
      Accounting Principles”.In June 2009, the FASB issued FASB ASC
      Topic 105, which became the source of authoritative GAAP recognized by the
      FASB to be applied by nongovernmental entities. Rules and interpretive
      releases of the SEC under authority of federal securities laws are also
      sources of authoritative GAAP for SEC registrants. On the effective date
      of this FASB ASC Topic, the Codification will supersede all then-existing
      non-SEC accounting and reporting standards. All other non-SEC accounting
      literature not included in the Codification will become non-authoritative.
      This FASB ASC Topic identify the sources of accounting principles and the
      framework for selecting the principles used in preparing the financial
      statements of nongovernmental entities that are presented in conformity
      with GAAP. Also, arranged these sources of GAAP in a hierarchy for users
      to apply accordingly. In other words, the GAAP hierarchy will be modified
      to include only two levels of GAAP: authoritative and non-authoritative.
      This FASB ASC Topic is effective for financial statements issued for
      interim and annual periods ending after September 15, 2009. The adoption
      of this topic did not have a material impact on the Company’s disclosure
      of the financial statements




·
            FASB ASC Topic 320,
      “Recognition and Presentation of Other-Than-Temporary Impairments”.In April 2009, the FASB issued FASB ASC Topic 320 amends the
      other-than-temporary impairment guidance in GAAP for debt securities to
      make the guidance more operational and to improve the presentation and
      disclosure of other-than-temporary impairments on debt and equity
      securities in the financial statements. This FASB ASC Topic does not amend
      existing recognition and measurement guidance related to
      other-than-temporary impairments of equity securities. The FASB ASC Topic
      shall be effective for interim and annual reporting periods ending after
      June 15, 2009, with early adoption permitted for periods ending after
      March 15, 2009. Earlier adoption for periods ending before March 15, 2009,
      is not permitted. This FASB ASC Topic does not require disclosures for
      earlier periods presented for comparative purposes at initial adoption. In
      periods after initial adoption, this FASB ASC Topic requires comparative
      disclosures only for periods ending after initial adoption. The adoption
      of this Topic did not have a material impact on the Company’s financial
      statements and disclosures.




The
Company is evaluating the impact that the following recently issued accounting
pronouncements may have on its financial statements and
disclosures.




·
            FASB ASC Topic 860,
      “Accounting for Transfer of Financial Asset”.,In June 2009, the
      FASB issued additional guidance under FASB ASC Topic 860, “Accounting for Transfer and
      Servicing of Financial Assets and Extinguishment of Liabilities",
      which improves the relevance, representational faithfulness, and
      comparability of the information that a reporting entity provides in its
      financial statements about a transfer of financial assets; the effects of
      a transfer on its financial position, financial performance, and cash
      flows; and a transferor’s continuing involvement, if any, in transferred
      financial assets. The Board undertook this project to address (i)
      practices that have developed since the issuance of FASB ASC Topic 860,
      that are not consistent with the original intent and key requirements of
      that statement and (ii) concerns of financial statement users that many of
      the financial assets (and related obligations) that have been derecognized
      should continue to be reported in the financial statements of transferors.
      This additional guidance requires that a transferor recognize and
      initially measure at fair value all assets obtained (including a
      transferor’s beneficial interest) and liabilities incurred as a result of
      a transfer of financial assets accounted for as a sale. Enhanced
      disclosures are required to provide financial statement users with greater
      transparency about transfers of financial assets and a transferor’s
      continuing involvement with transferred financial assets. This additional
      guidance must be applied as of the beginning of each reporting entity’s
      first annual reporting period that begins after November 15, 2009, for
      interim periods within that first annual reporting period and for interim
      and annual reporting periods thereafter. Earlier application is
      prohibited. This additional guidance must be applied to transfers
      occurring on or after the effective
date.




·
            FASB ASC Topic 810, “Variables
      Interest Entities”. In June 2009, the FASB issued FASB ASC Topic
      810, which requires an enterprise to perform an analysis to determine
      whether the enterprise’s variable interest or interests give it a
      controlling financial interest in a variable interest entity. This
      analysis identifies the primary beneficiary of a variable interest entity
      as the enterprise that has both of the following characteristics: (i)The
      power to direct the activities of a variable interest entity that most
      significantly impact the entity’s economic performance and (ii)The
      obligation to absorb losses of the entity that could potentially be
      significant to the variable interest entity or the right to receive
      benefits from the entity that could potentially be significant to the
      variable interest entity. Additionally, an enterprise is required to
      assess whether it has an implicit financial responsibility to ensure that
      a variable interest entity operates as designed when determining whether
      it has the power to direct the activities of the variable interest entity
      that most significantly impact the entity’s economic performance. This
      FASB Topic requires ongoing reassessments of whether an enterprise is the
      primary beneficiary of a variable interest entity and eliminate the
      quantitative approach previously required for determining the primary
      beneficiary of a variable interest entity, which was based on determining
      which enterprise absorbs the majority of the entity’s expected losses,
      receives a majority of the entity’s expected residual returns, or both.
      This FASB ASC Topic shall be effective as of the beginning of each
      reporting entity’s first annual reporting period that begins after
      November 15, 2009, for interim periods within that first annual reporting
      period, and for interim and annual reporting periods thereafter. Earlier
      application is prohibited.





F-10





·
            FASB ASC Topic 740,
      “Income Taxes”,
      an Accounting Standard Update. In September 2009, the FASB issued this
      Update to address the need for additional implementation guidance on
      accounting for uncertainty in income taxes. The guidance answers the
      following questions: (i) Is the income tax paid by the entity attributable
      to the entity or its owners? (ii) What constitutes a tax position for a
      pass-through entity or a tax-exempt not-for-profit entity? (iii) How
      should accounting for uncertainty in income taxes be applied when a group
      of related entities comprise both taxable and nontaxable entities? In
      addition, this Updated decided to eliminate the disclosures required by
      paragraph 740-10-50-15(a) through (b) for nonpublic entities. The
      implementation guidance will apply to financial statements of
      nongovernmental entities that are presented in conformity with GAAP. The
      disclosure amendments will apply only to nonpublic entities as defined in
      Section 740-10-20. For entities that are currently applying the standards
      for accounting for uncertainty in income taxes, the guidance and
      disclosure amendments are effective for financial statements issued for
      interim and annual periods ending after September 15,
  2009




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




NOTE 4 –
COMMITMENTS




Administrative
Services




Commencing
on July 11, 2006, the effective date of the Offering, the Company was obligated
to pay an affiliate of the Company’s chief financial officer, $7,500 per month
for office, secretarial and administrative services. An amount of $0 for both
the years ended July 31, 2010 and 2009, respectively, is included in general and
administrative expenses on the accompanying statements of operations and
$202,984 for period from Inception (August 1, 2005) to July 31, 2010. 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, 2010 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. No preferred shares were issued and
outstanding at July 31, 2010 or 2009.




Common Stock and Class B Common
Stock




The
Company is authorized to issue 80,000,000 shares of common stock. As of July 31,
2010, there are 2,465,100 shares of the Company’s common stock issued and
outstanding. As of July  31, 2010, there are 45,567,000 authorized but
unissued shares of the Company’s common stock available for future issuance,
after appropriate reserves for the issuance of common stock in connection with
the Class W Warrants and Class Z Warrants, the Underwriters Purchase Option and
the officer’s and director’s Class W Warrants and Class Z Warrants.





F-11





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




NOTE 6 – WARRANTS AND OPTION TO
PURCHASE COMMON STOCK




Warrants




In August
2005, the Company sold and issued Class W Warrants to purchase 2,475,000 shares
of the Company’s common stock, and Class Z Warrants to purchase 2,475,000 shares
of the Company’s common stock to its initial security holders, 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, 2010, 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, 2010 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, 2010 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-12





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-13




SIGNATURES




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





ISRAEL
      GROWTH PARTNERS ACQUISITION CORP.By:
                    /s/
      Craig SamuelsCraig
      SamuelsDirector,
      Chief Executive Officer and PresidentDate: 
      November 15, 2010











Index
to Exhibits




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







*
            Filed
      herewith.


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


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


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


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


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


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