---

---

# U.S. SECURITIES AND
EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

# Amendment No. 1

# To

# FORM 10-K

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

For The Fiscal Year Ended
                                            July 31, 2007

Commission file number:
000-51980

# ISRAEL GROWTH PARTNERS
ACQUISITION CORP.(Exact Name of
Registrant as Specified in its Charter)

|                                |                       
|------------------------------- | ----------------------
|
|
|
|
|Delaware                        | 20-3233358            
|(State or other jurisdiction of | (I.R.S. Employer      
|incorporation or organization)  | Identification Number)

Yahalom Tower
 3a Jabotinsky St., Ramat Gan 52520
 Israel
 (Address of Principal Executive Offices and Zip Code)

972-9-9602049
 (Registrant's Telephone Number, Including Area Code)

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

NONE

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

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

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

# Common Stock, par
value $.0001 per share

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

# Class W Warrants

# Class Z Warrants

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

Yes
o
No x



---

---

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

Yes o
No
x

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

# Yes x  No o

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

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

|                          |                     |                        
|------------------------- | ------------------- | -----------------------
|
|
|
|
|Large accelerated filer o | Accelerated filer o | Non-accelerated filer x

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

# Yes  x  No   o

The aggregate market value of the
voting and non-voting common equity held by non-affiliates computed by reference to the
price at which the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently
completed second fiscal quarter was approximately $46,040,772 (common stock and Class B
common stock).

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

|Class                                             | Outstanding at October 4, 2007
|------------------------------------------------- | ------------------------------
|
|
|
|
|Common Stock, par value $0.0001 per share         |                               
|Class B Common Stock, par value $0.0001 per share |                               



---

---

# EXPLANATORY NOTE

We are filing this Amendment No. 1 on
Form 10-K/A solely to correct a typographical error in the report of our independent
registered public accountants, Ziv Haft a BDO Member Firm, in our original Annual Report on
Form 10-K filed on October 9, 2007 (Original Report). The typographical error was an
erroneous statement in the Original Report that Ziv Haft audited our balance sheets as of
July 31, 2006, which was incorrect because such balance sheets were audited by our
previous auditors, BDO Seidman, LLP, whose report also appeared in the filing on October 9,
2007.

In order to comply with certain
technical requirements of the SECs rules in connection with the filing of this
amendment on Form 10-K/A, we are including in this amendment the complete text of the
revised report. We are also including in this amendment updated certifications of our
principal executive and principal financial officers.

This Amendment No. 1 to our Annual
Report on Form 10-K as originally filed on October 9, 2007 continues to speak as of the
date of our Original Report, and we have not updated the disclosures contained in this
Amendment No. 1 to reflect any events that occurred at a date subsequent to the filing of
the Original Report.



---

---

# Israel Growth Partners
Acquisition Corp. 
(a corporation in the
development stage)

# INDEX

|                                                            |           
|----------------------------------------------------------- | ----------
|
|
|
|
|Report of Independent Registered Public Accounting Firm     | F-2 - F-3 
|                                                           
|Financial Statements:                                      
|                                                           
|Balance Sheets as of July 31, 2007 and                     
|July 31, 2006                                               | F-4       
|                                                           
|Statements of Operations, for the year ended July 31, 2007,
|for the period from inception (August 1, 2005)  to         
|July 31, 2006, and for the period from inception           
|(August 1, 2005) to July 31, 2007                           | F-5       
|                                                           
|Statement of Stockholders' Equity for the period           
|from inception (August 1, 2005) to July 31, 2006           
|and year ended July 31, 2007                                | F-6       
|                                                           
|Statements of Cash Flows, for year ended July 31, 2007,    
|for the period from inception (August 1, 2005) to          
|July 31, 2006 and for the period from inception            
|(August 1, 2005) to July 31, 2007                           | F-7       
|                                                           
|Notes to Financial Statements                               | F-8 - F-14

F - 1

---

---

# Report of independent Registered Public Accounting Firm

Board of Directors and
Stockholders 
Israel Growth Partners Acquisition
Corp.

We have audited the accompanying
balance sheets of Israel Growth Partners Acquisition Corp. a corporation in the
development stage (The Company) as of July 31, 2007 and the related statements
of operations, stockholders equity, and cash flows for the year ended and for July
31, 2007 and for the period from inception (August 1, 2005) to July 31, 2007. These
financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on our audit.
We did not audit the statements of operations, changes in stockholders deficit and
cash flows for the period from August 1, 2005 (inception) to July 31, 2006. Those
financial statements were audited by other auditors whose reports have been furnished to
us, and our opinion, insofar as it relates to the amounts included for such period, is
based solely on the reports of the other auditors.

We conducted our audit in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Companys internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provide a reasonable basis for
our opinion.

In our opinion, based on our audit
and the report of other auditor, the financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of July 31,
2007, and the results of its operations and its cash flows for the year ended July 31,
2007 and for the period from inception (August 1, 2005) to July 31, 2007, 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 A to the financial statements, the Company is required to consummate a
business combination within 18 months of the Companys initial public offering (by
January 18, 2008) or 24 months of the Companys initial public offering (by
July 18, 2008) if certain extension criteria are met. The possibility of such
business combination not being consummated raises substantial doubt about the
Companys ability to continue as a going concern, and the financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

| | /s/ Ziv Haft
Certified Public Accountants (Isr.)
a BDO member firm
| | ------------------------------------------------------------------

Tel-Aviv, Israel
October 3, 2007

F - 2

---

---

# Report of Independent
Registered Public Accounting Firm

Board of Directors and
Stockholders 
Israel Growth Partners Acquisition
Corp.

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

We conducted our audit in accordance
with the standards of Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Companys internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial
statements referred to above present fairly, in all material respects, the financial
position of Israel Growth Partners Acquisition Corp. as of July 31, 2006, and its results
of operations and its cash flows for the period from inception (August 1, 2005) to July
31, 2006, in conformity with accounting principles generally accepted in the United States
of America.

|/s/ BDO Seidman, LLP
BDO Seidman, LLPNew York, New York
October 24, 2006 |  | 
|-------------------------------------------------------------------------------------- |  | 

F - 3

---

---

Israel Growth Partners Acquisition Corp.
(a corporation in the development stage)
Balance Sheets

|                                                                 | As of
July 31, 2007 | As of
July 31, 2006
|---------------------------------------------------------------- | ------------------- | -------------------
|
|
|
|
|ASSETS                                                           |                     |                    
|                                                                 |                     |                    
|Current Assets:                                                  |                     |                    
|Cash and cash equivalents                                        |                     |                    
|Investments held in Trust                                        |                     |                    
|including interest receivable of $151,773, and $29,277 (Note 1)  |                     |                    
|Interest receivable                                              |                     |                    
|Prepaid expenses                                                 |                     |                    
|                                                                 |                     |                    
|Total assets                                                     |                     |                    
|                                                                 |                     |                    
|                                                                 |                     |                    
|LIABILITIES AND STOCKHOLDERS' EQUITY                             |                     |                    
|                                                                 |                     |                    
|Current Liabilities:                                             |                     |                    
|Accrued registration costs                                       |                     |                    
|Accrued expenses                                                 |                     |                    
|                                                                 |                     |                    
|Total current liabilities                                        |                     |                    
|                                                                 |                     |                    
|                                                                 |                     |                    
|Common stock, Class B subject to possible conversion,            |                     |                    
|(2,046,176 shares at conversion value) (Note 1)                  |                     |                    
|                                                                 |                     |                    
|                                                                 |                     |                    
|Commitments (Note 5)                                             |                     |                    
|                                                                 |                     |                    
|Stockholders' Equity (Notes 2, 6 and 7)                          |                     |                    
|40,000,000 shares authorized, 1,065,100 shares                   |                     |                    
|issued and outstanding                                           |                     |                    
|Common stock, Class B, par value $.0001 per share,               |                     |                    
|12,000,000 shares authorized, 8,189,824 shares issued            |                     |                    
|and outstanding (excluding 2,046,176 shares subject to           |                     |                    
|possible conversion)                                             |                     |                    
|Additional paid-in-capital                                       |                     |                    
|Retained earnings (deficit) accumulated in the development stage |                     |                    
|                                                                 |                     |                    
|                                                                 |                     |                    
|Total stockholders' equity                                       |                     |                    
|                                                                 |                     |                    
|                                                                 |                     |                    
|Total liabilities and stockholders' equity                       |                     |                    
|                                                                 |                     |                    

See Notes to the Financial Statements

F - 4

---

---

Israel Growth Partners Acquisition Corp.
(a corporation in the development stage)
Statements of Operations

|                                                                                           | Year Ended
July 31, 2007 | Period from inception
(August 1, 2005) to
July 31, 2006 | Period from inception
(August 1, 2005) to
July 31, 2007
|------------------------------------------------------------------------------------------ | ------------------------ | ------------------------------------------------------- | -------------------------------------------------------
|
|
|
|
|Revenue                                                                                    |                          |                                                         | $                                                      
|                                                                                           |                          |                                                        
|Operating expenses:                                                                        |                          |                                                        
|Professional fees                                                                          |                          |                                                         |                                                        
|Delaware franchise tax (Note 4)                                                            |                          |                                                         |                                                        
|Other general and administrative expenses (Note 5)                                         |                          |                                                         |                                                        
|                                                                                           |                          |                                                         |                                                        
|Loss from operations                                                                       |                          |                                                         |                                                        
|                                                                                           |                          |                                                        
|Interest Income                                                                            |                          |                                                         |                                                        
|                                                                                           |                          |                                                         |                                                        
|Income (loss) before provision for income taxes                                            |                          |                                                         |                                                        
|                                                                                           |                          |                                                        
|Provision for income taxes (Note 4)                                                        |                          |                                                         |                                                        
|                                                                                           |                          |                                                         |                                                        
|Net income (loss) for the period                                                           |                          |                                                         | $                                                      
|                                                                                           |                          |                                                         |                                                        
|                                                                                           |                          |                                                        
|Accretion of Trust Fund relating to Class B
   common stock subject to possible conversion |                          |                                                         |                                                        
|                                                                                           |                          |                                                         |                                                        
|                                                                                           |                          |                                                        
|Net income (loss) attributable to other Class B stockholders                               |                          |                                                        
|and common stockholders                                                                    |                          |                                                         | $                                                      
|                                                                                           |                          |                                                         |                                                        
|                                                                                           |                          |                                                        
|Class B common shares outstanding
   subject to possible conversion                        |                          |                                                         |                                                        
|                                                                                           |                          |                                                         |                                                        
|                                                                                           |                          |                                                        
|Net income per Class B common share subject to possible                                    |                          |                                                        
|conversion,basic and diluted                                                               |                          |                                                         | $                                                      
|                                                                                           |                          |                                                         |                                                        
|                                                                                           |                          |                                                        
|Weighted average number of shares outstanding,basic and diluted                            |                          |                                                         |                                                        
|                                                                                           |                          |                                                         |                                                        
|                                                                                           |                          |                                                        
|Net income (loss) per share,basic and diluted                                              |                          |                                                         | $                                                      
|                                                                                           |                          |                                                         |                                                        

See Notes to the Financial Statements

F - 5

---

---

Israel Growth Partners Acquisition Corp.
(a corporation in the development stage)
Statement of Stockholders' Equity

|                                                                          | Common Stock | Common Stock, Class B | Additional
Paid -In
Capital | Deficit
accumulated in
the development
stage | Total
|------------------------------------------------------------------------- | ------------ | --------------------- | --------------------------- | -------------------------------------------- | -----
|
|
|
|
|Balance,August 1, 2005 (inception)                                        |              |                       |                             | -                                            |      
|                                                                          |              |                      
|Issuance of Common Stock to initial                                       |              |                      
|stockholder                                                               |              |                       |                             | 100                                          |      
|                                                                          |              |                      
|Issuance of 4,950,000 Warrants
    at $0.05 Per Warrant                   |              |                       |                             | -                                            |      
|                                                                          |              |                      
|Sale of 532,500 Series A Units, 5,118,000                                 |              |                      
|Series B Units through public offering                                    |              |                      
|net of underwriters' discount and offering                                |              |                      
|expenses and net of proceeds of 10,333,190                                |              |                      
|allocable to 2,046,176 shares of common                                   |              |                      
|stock, Class B subject to possible conversion                             |              |                       |                             | 1,065,000                                    |      
|                                                                          |              |                      
|Proceeds from sale of underwriters'
    purchase option                   |              |                       |                             | -                                            |      
|                                                                          |              |                      
|Accretion relating to Class B common stock                                |              |                      
|subject to possible conversion                                            |              |                       |                             |                                              |      
|                                                                          |              |                      
|Net loss for the period                                                   |              |                       |                             | -                                            |      
|                                                                          |              |                       |                             |                                              |      
|Balance,July 31, 2006                                                     |              |                       |                             | 1,065,100                                    |      
|                                                                          |              |                      
|Accretion relating to Class B common stock
subject to possible conversion |              |                       |                             |                                              |      
|                                                                          |              |                      
|Net income for the period                                                 |              |                       |                             |                                              |      
|                                                                          |              |                       |                             |                                              |      
|Balance, July 31,2007                                                     |              |                       |                             | 1,065,100                                    |      
|                                                                          |              |                       |                             |                                              |      

See Notes to the Financial Statements

F - 6

---

---

Israel Growth Partners Acquisition Corp.
(a corporation in the development stage)
Statements of Cash Flows

|                                                                                        | For the year ended
July 31, 2007 | Period from inception
(August 1, 2005) to
July 31, 2006 | Period from inception
(August 1, 2005) to
July 31, 2007
|--------------------------------------------------------------------------------------- | -------------------------------- | ------------------------------------------------------- | -------------------------------------------------------
|
|
|
|
|CASH FLOWS FROM OPERATING ACTIVITIES                                                    |                                  |                                                         |                                                        
|Net income (loss) for the period                                                        |                                  |                                                         | $                                                      
|Adjustments to reconcile net income (loss) to net cash used in operating activities:    |                                  |                                                        
|Gain on maturity of Securities held in Trust Fund                                       |                                  |                                                         |                                                        
|Changes in operating assets and liabilities:                                            |                                  |                                                        
|Increase in interest receivable in trust                                                |                                  |                                                         |                                                        
|Increase in accounts receivable - interest                                              |                                  |                                                         |                                                        
|Increase in prepaid expenses                                                            |                                  |                                                         |                                                        
|Increase in accrued expenses                                                            |                                  |                                                         |                                                        
|                                                                                        |                                  |                                                         |                                                        
|                                                                                        |                                  |                                                        
|Net cash used in operating activities                                                   |                                  |                                                         |                                                        
|                                                                                        |                                  |                                                         |                                                        
|                                                                                        |                                  |                                                        
|CASH FLOWS FROM INVESTING ACTIVITIES                                                    |                                  |                                                        
|Purchase of Securities held in trust                                                    |                                  |                                                         |                                                        
|Maturity of Securities held in trust                                                    |                                  |                                                         |                                                        
|                                                                                        |                                  |                                                         |                                                        
|                                                                                        |                                  |                                                        
|Net cash used in investing activities                                                   |                                  |                                                         |                                                        
|                                                                                        |                                  |                                                         |                                                        
|                                                                                        |                                  |                                                        
|CASH FLOWS FROM FINANCING ACTIVITIES                                                    |                                  |                                                        
|Proceeds from issuance of common stock to initial stockholder                           |                                  |                                                         |                                                        
|Proceeds from issuance of warrants                                                      |                                  |                                                         |                                                        
|Proceeds from sale of underwriters' purchase option                                     |                                  |                                                         |                                                        
|Portion of net proceeds from sale of Series B units                                     |                                  |                                                        
|through public offering allocable to shares of                                          |                                  |                                                        
|common stock, Class B subject to possible                                               |                                  |                                                        
|conversion                                                                              |                                  |                                                         |                                                        
|Net proceeds from sale of Series A and B units through public                           |                                  |                                                        
|offering allocable to stockholders' equity                                              |                                  |                                                         |                                                        
|                                                                                        |                                  |                                                         |                                                        
|                                                                                        |                                  |                                                        
|Net cash (used in) provided by financing activities                                     |                                  |                                                         |                                                        
|                                                                                        |                                  |                                                         |                                                        
|                                                                                        |                                  |                                                        
|Net increase in cash and cash equivalents                                               |                                  |                                                         |                                                        
|                                                                                        |                                  |                                                        
|Cash and cash equivalents                                                               |                                  |                                                        
|Beginning of period                                                                     |                                  |                                                         |                                                        
|                                                                                        |                                  |                                                         |                                                        
|                                                                                        |                                  |                                                        
|End of period                                                                           |                                  |                                                         | $                                                      
|                                                                                        |                                  |                                                         |                                                        
|                                                                                        |                                  |                                                        
|Supplemental disclosure of cash flow activities:                                        |                                  |                                                        
|                                                                                        |                                  |                                                        
|Cash paid for income taxes                                                              |                                  |                                                         | $                                                      
|                                                                                        |                                  |                                                         |                                                        
|                                                                                        |                                  |                                                        
|Cash paid for interest                                                                  |                                  |                                                         | $                                                      
|                                                                                        |                                  |                                                         |                                                        
|                                                                                        |                                  |                                                        
|Supplemental disclosure of non-cash financing activities:                               |                                  |                                                        
|Accrued registration costs                                                              |                                  |                                                         | $                                                      
|                                                                                        |                                  |                                                         |                                                        
|                                                                                        |                                  |                                                        
|Fair value of underwriter purchase option included in offering costs                    |                                  |                                                         | $                                                      
|                                                                                        |                                  |                                                         |                                                        
|Accretion of Trust Fund relating to Class B common stock subject to possible conversion |                                  |                                                         | $                                                      
|                                                                                        |                                  |                                                         |                                                        

See Notes to the Financial Statements

F - 7

---

---

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS

Israel Growth Partners Acquisition
Corp. (the "Company") was incorporated in Delaware on August 1, 2005 to serve as a
vehicle to effect a merger, capital stock exchange, asset acquisition or other similar
business combination with a currently unidentified operating business which has
operations or facilities located in Israel, or which is a company operating outside of
Israel which the Company's management believes would benefit from establishing operations
or facilities in Israel (a "Target Business"). All activity from inception (August 1,
2005) through July 31, 2007 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".

The registration statement for the
Company's initial public Offering ("Offering") was declared effective on July 11, 2006.
The Company consummated the Offering of 500,000 series A Units (Note 2) and 4,600,000
Series B Units (Note 2) on July 18, 2006. On July 26, 2006, the Company consummated the
closing of an additional 32,500 Series A Units and 518,000 Series B Units which were
subject to an over-allotment option granted to the underwriters. The Offering generated
total net proceeds of approximately $52.9 million of which $51.7 million was placed in
trust.  The Company's management has broad authority with respect to the application of
the proceeds of the Offering although substantially all of the proceeds of the Offering
are intended to be applied generally toward consummating a merger, capital stock
exchange, asset acquisition or other similar transaction with a Target Business (a
"Business Combination"). An amount of $53,540,204 including accrued interest of $151,773
is being held in an interest-bearing trust account ("Trust Fund") to be returned to the
holders of Class B common stock if a Business Combination is not contracted in 18 months,
or consummated in 24 months, subsequent to the Offering (the "Target Business Acquisition
Period"). In the event there is no Business Combination, the Company will dissolve and
any remaining net assets, after the distribution of the Trust Fund to Class B
stockholders, will be distributed to the holders of common stock sold in the Offering.

Both the common stock and the Class
B common stock have one vote per share. However, the Class B stockholders may, and the
common stockholders may not, vote in connection with a Business Combination. Further,
should a Business Combination not be consummated during the Target Business Acquisition
Period, in the event it receives stockholder approval for its plan of dissolution, the
Company's Trust Fund would be distributed pro-rata to all of the Class B common
stockholders and their Class B common shares would 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 should a Business Combination not be consummated.

The Company, after signing a
definitive agreement for a Business Combination, is obliged to submit such transaction
for approval by a majority of the Class B common stockholders of the Company. Class B
stockholders that vote against such proposed Business Combination are, under certain
conditions, entitled to convert their shares into a pro-rata distribution from the Trust
Fund (the "Conversion Right").  The actual per-share conversion price will be equal to
the amount in the Trust Fund (inclusive of any interest thereon) as of two business days
prior to the proposed Business Combination, divided by the number of Class B shares sold
in the Offering, or approximately $5.23 per share based on the value of the Trust Fund as
of July 31, 2007.  As a result of the Conversion Right, $10,702,687 (including accretion
of $375,349) relating to 2,046,176 shares of Class B Common Stock subject to possible
conversion, has been classified in temporary equity as Common Stock, Class B subject to
possible conversion on the accompanying balance sheet as of July 31, 2007.  In the event
that holders of a majority of the outstanding shares of Class B common stock vote for the
approval of the Business Combination and the holders owning 20% or more of the
outstanding Class B common stock do no exercise their Conversion Rights, the Business
Combination may then be consummated.  Upon completion of such Business Combination and
the payment of any Conversion Rights (and related cancellation of Class B common stock),
the remaining shares of Class B common stock would be converted to common stock.

F - 8

---

---

NOTE 2 - OFFERING

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

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

The Company has also sold to certain
of the underwriters for an aggregate of $100, an option (the "Underwriter's Purchase
Option" or "UPO") to purchase up to a total of 25,000 additional Series A Units and/or
230,000 additional Series B Units (see Note 7).

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 maintains
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 - Investments held in
the Trust Fund consist of municipal money fund securities with maturities of up to 30
days.  Such securities generate current income which is exempt from federal income tax
and therefore no provision for income taxes is required for the period ended July 31,
2007.

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.

NET LOSS PER SHARE - Net loss per
share is computed based on the weighted average number of shares of common stock and
Class B common stock outstanding.

F - 9

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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 Class B share
subject to possible conversion is calculated by dividing the accretion relating to the
Class B common stock during the period by the 2,046,176 shares subject to conversion.
Diluted earnings per share reflect 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 is
antidilutive, they have been excluded from the Companys computation of diluted net
income per share. Therefore, basic and diluted loss per share were the same for the period
from inception (August 1, 2005) to July 31, 2007.

FAIR VALUE OF FINANCIAL INSTRUMENTS
- The fair values of the Company's assets and liabilities that qualify as financial
instruments under SFAS No. 107 approximate their carrying amounts presented in the
accompanying balance sheets at July 31, 2007.

The company accounts for derivative
instruments in accordance with SFAS No.133 "Accounting for Derivative instruments and
Hedging Activities," As amended, ("SFAS 133") which establishes accounting and reporting
standards for derivative instruments and hedging activities, including certain derivative
instruments imbedded in other financial instruments or contracts and requires recognition
of all derivatives on the balance sheet at fair value.  Accounting for the changes in the
fair value of the derivative instruments depends on whether the derivatives qualify as
hedge relationships and the types of the relationships designated are based on the
exposures hedged. Changes in the fair value of the derivative instruments which are not
designated as hedges are recognized in earnings as other income (loss).

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

NEW ACCOUNTING PRONOUNCEMENTS 
In July 2006, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income
Taxes, an Interpretation of FASB Statement No. 109. FIN 48 clarifies the accounting
for uncertainty in income taxes recognized in a companys financial statements and
prescribes a recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in an income
tax return. FIN 48 also provides guidance in derecognition, classification, interest and
penalties, accounting in interim periods, disclosures and transition. FIN 48 is effective
for fiscal years beginning after December 15, 2006. Adoption of FIN48 is not expected to
have a material impact on the Companys financial statements.

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

NOTE 4 - TAXES

Income Taxes

Significant components of the
Company's future tax assets are as follows:

|                                              | 
|--------------------------------------------- | 
|
|
|
|
|Tax effect of the operating loss carryforward | 
|Other deferred tax assets                     | 
|Less valuation allowance                      | 
|                                              | 
|                                              | 
|Totals                                        | 
|                                              | 

F - 10

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Management has recorded a full
valuation allowance against its deferred tax assets because it believes it is not more
likely than not that sufficient taxable income will be realized during the carry-forward
period to utilize the deferred tax asset. Realization of the future tax benefits is
dependent upon many factors, including the Companys ability to generate taxable
income within the loss carry-forward period, which runs through 2027.

Other

Included in operating expenses for
are $65,795, $78,042 and $143,837 for Delaware franchise tax for the year ended July 31,
2007, the period from inception (August 1, 2005) through July 31, 2006 and the period from
inception (August 1, 2005) through July 31, 2007, respectively.

# NOTE 5 - COMMITMENTS

Administrative Services

Commencing on July 11, 2006, the
effective date of the Offering, the Company is obligated to pay an affiliate of the
Companys chief financial officer, $7,500 per month for office, secretarial and
administrative services. Included in other general and administrative expenses in the
accompanying Statements of Operations are amount of $90,000, $5,081 and $95,081 for such
services for the year ended July 31, 2007, the period from inception (August 1, 2005)
through July 31, 2006 and the period from inception (August 1, 2005) through July 31,
2007, respectively.

Financial Advisory
Services

HCFP has 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 will pay HCFP a cash transaction fee of $1,500,000
upon consummation of a Business Combination.

Solicitation Services

The Company has 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 will pay 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 have been provided to date.

# NOTE 6 - CAPITAL
STOCK

Preferred Stock

The Company is authorized to issue up
to 5,000 shares of Preferred Stock with such designations, voting, and other rights and
preferences as may be determined from time to time by the Board of Directors.

Common Stock and Class B
Common Stock

The Company is authorized to issue
40,000,000 shares of common stock and 12,000,000 shares of Class B common stock. As of
July 31, 2007, there are 1,065,100 shares of the Companys common stock issued and
outstanding and 10,236,000 shares of the Companys Class B stock issued and
outstanding, including 2,046,176 Class B common shares subject to possible conversion.

As of July 31, 2007, there are
6,967,900 and 1,304,000 authorized but unissued shares of the Companys common stock
and the Companys Class B common stock, respectively, available for future issuance,
after appropriate reserves for the issuance of common stock in connection with the Class W
Warrants and Class Z Warrants, the Underwriters Purchase Option and the officers and
directors Class W Warrants and Class Z Warrants.

F - 11

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

# NOTE 7  WARRANTS
AND OPTION TO PURCHASE COMMON STOCK

Warrants

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

The Class W and Class Z Warrants
outstanding prior to the offering are also subject to a registration rights agreement. On
January 31, 2006, the Company and the initial securityholders 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 securityholders 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 securityholders 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, 2007, 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 securityholders 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, 2007 there were 12,711,000 Class W Warrants outstanding.

F - 12

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Each Class Z Warrant issued in the
Offering and to the initial securityholders 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, 2007 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 securityholders or their affiliates, shall not be redeemable by the Company as
long as such warrants continue to be held by such securityholders or their affiliates.
Except as set forth in the preceding sentence, the Company may redeem the Class W Warrants
and/or Class Z Warrants with the prior consent of HCFP, in whole or in part, at a price of
$.05 per warrant at any time after the warrants become exercisable, upon a minimum of 30
days prior written notice of redemption, and if, and only if, the last sale price of
the Companys common stock equals or exceeds $7.50 per share and $8.75 per share, for
a Class W Warrant and Class Z Warrant, respectively, for any 20 trading days within a 30
trading day period ending three business days before the Company sent the notice of
redemption (the Measurement Period). In addition, the Company may not redeem
the Class W Warrants and/or the Class Z Warrants unless the shares of common stock
underlying such warrants are covered by an effective registration statement from the
beginning of the measurement period through the date fixed for redemption.

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

The holders of Class W Warrants and
Class Z Warrants do not have the rights or privileges of holders of the Companys
common stock or any voting rights until such holders exercise their respective warrants
and receive shares of the Companys common stock. As the proceeds from the exercise
of the Class W Warrants and Class Z Warrants will not be received until after the
completion of a Business Combination, the expected proceeds from exercise will not have
any effect on the Companys financial condition or results of operations prior to a
Business Combination.

F - 13

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Underwriter Purchase
Option

In connection with the Offering, the
Company has issued to certain of the underwriters the UPO for $100 to purchase up to
25,000 Series A Units at an exercise price of $14.025 per unit and/or up to 230,000 Series
B Units at an exercise price of $16.665 per unit. The Series A Units and Series B Units
underlying the UPO will be exercisable in whole or in part, solely at HCFPs
discretion, commencing on the later of (a) completion of a Business Combination and
(b) July 10, 2007 and ending July 10, 2011. The fair value of the UPO, inclusive of
the receipt of the $100 cash payment, has been accounted as an expense of the Offering
resulting in a charge directly to stockholders equity with a corresponding credit to
additional paid-in-capital. The Company computed the fair value of the 25,000 Series A
Units and 230,000 Series B Units underlying the UPO was approximately $641,000 using a
Black-Scholes option-pricing model. The fair value of the UPO granted was estimated as of
the date of grant using the following assumptions: (1) expected volatility of 38.419%, (2)
risk-free interest rate of 5.10% and (3) contractual life of 5 years. The UPO may be
exercised for cash or on a cashless basis, at the holders option, such
that the holder may use the appreciated value of the UPO (the difference between the
exercise prices of the UPO and the underlying warrants and the market price of the units
and underlying securities) to exercise the UPO without the payment of any cash. Each of
the Series A Units and Series B Units included in the UPO are identical to the Series A
Units and Series B Units sold in the Offering, except that the exercise price of the
Class W Warrants underlying the Series B Units and the Class Z Warrants underlying
the Series A Units will be $5.50 per share and the Class Z Warrants underlying the Series
A Units shall only be exercisable until the fifth anniversary of the Offering.

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

F - 14

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SIGNATURES

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

|Date: May 15, 2008 |  | ISRAEL GROWTH PARTNERS ACQUISITION CORP.By: /s/ Carmel Vernia
Carmel VerniaChief Executive Officer(Principal Executive Officer)
|------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------

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

|Name                                          | Position                                                                                                           | Date        
|--------------------------------------------- | ------------------------------------------------------------------------------------------------------------------ | ------------
|                                              |                                                                                                                    |             
|/s/ Carmel Vernia Carmel Vernia | Chief Executive Officer and Director       (Principal Executive Officer)                                           | May 15, 2008
|                                              |                                                                                                                    |             
|/s/ Matty KarpMatty Karp        | Chairman                                                                                                           | May 15, 2008
|                                              |                                                                                                                    |             
|/s/ Dror Gad  Dror Gad          | Chief Financial Officer, Executive Vice President and Director        (Principal Financial and Accounting Officer) | May 15, 2008



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# Item 15. Exhibits

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

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

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

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



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