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| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|-----------------------------------------------------------------------------------------|

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

|  Delaware(State or Other Jurisdiction ofIncorporation or Organization) | 20-3233358(I.R.S. EmployerIdentification No.) |
|-----------------------------------------------------------------------------|-----------------------------------------------|

| Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company x |
|--------------------------------|--------------------------|------------------------------|----------------------------------|

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|     |   |                                                                                                                                                                                                   |   | Page   |
|----------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|     |   | PART I - FINANCIAL INFORMATION                                                                                                                                                               |   |   |
|     |   |                                                                                                                                                                                                   |   |   |
| Item 1.  |   | Financial Statements                                                                                                                                                                                   |   | 3      |
|     |   | Condensed Balance Sheets as of January 31, 2011 (unaudited) and July 31, 2010 (audited)                                                                                                      |   | 3      |
|     |   | Condensed Statements of Operations, for the three months and the six months ended January 31, 2011 and 2010, and for the period from August 1, 2005 (inception) to January 31, 2011 (unaudited)        |   | 4      |
|     |   | Condensed  Statement of Stockholders’ Equity for the period from inception (August 1, 2005) to July 31, 2010 (audited) and the six months ended January 31, 2011 (unaudited) |   | 5      |
|     |   | Condensed Statement of Cash Flows, for the six months ended January 31, 2011 and 2010, for the period from August 1, 2005 (inception) to January 31, 2011 (unaudited)                             |   | 6      |
|     |   | Notes to Unaudited Condensed Financial Statements                                                                                                                                                      |   | 7      |
| Item 2.  |   | Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                                                                            |   | 16     |
| Item 4.  |   | Controls and Procedures                                                                                                                                                                                |   | 17     |
|     |   |                                                                                                                                                                                                   |   |   |
|     |   | PART II - OTHER INFORMATION                                                                                                                                                                  |   |   |
|     |   |                                                                                                                                                                                                   |   |   |
| Item 1.  |   | Legal Proceedings                                                                                                                                                                                      |   | 18     |
| Item 1A. |   | Risk Factors                                                                                                                                                                                           |   | 18     |
| Item 6.  |   | Exhibits                                                                                                                                                                                               |   | 18     |
|     |   |                                                                                                                                                                                                   |   |   |
|     |   | SIGNATURES                                                                                                                                                                                             |   |   |

----

|                                                             |   | As of            |          |   | As of         |   |
|------------------------------------------------------------------|--------|------------------|---------------|--------|---------------|--------|
|                                                             |   | January 31, 2011 |          |   | July 31, 2010 |   |
|                                                             |   | Unaudited        |          |   | Audited       |   |
| ASSETS                                                           |   |             |          |   |          |   |
| Current Assets:                                                  |   |             |          |   |          |   |
| Cash and cash equivalents                                        |   | $                | 23,689        |   |          | $      | 24,556 |   |
|                                                             |   |             |     |   |          |   |     |   |
| Total assets                                                     |   | $                | 23,689        |   |          | $      | 24,556 |   |
|                                                             |   |             |          |   |          |   |   |   |
| LIABILITIES AND STOCKHOLDERS' EQUITY                             |   |             |          |   |          |   |   |   |
|                                                             |   |             |          |   |          |   |   |   |
| Current Liabilities:                                             |   |             |          |   |          |   |   |   |
| Accrued expenses                                                 |   | $                | 14,737        |   |          | $      | 27,371 |   |
| Notes Payable due shareholders & directors (Note 1)          |   |             | 36,000        |   |          |   | 36,000 |   |
| Total current liabilities                                        |   |             | 50,737        |   |          |   | 63,371 |   |
|                                                             |   |             |          |   |          |   |   |   |
| Notes Payable long-term (Note 1)                                 |   |             | 35,000        |   |          |   | - |   |
|                                                             |   |             |          |   |          |   |   |   |
| Commitments (Note 4)                                             |   |             |          |   |          |   |   |   |
|                                                             |   |             |          |   |          |   |   |   |
| Stockholders' Equity (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 shares                   |   |             |          |   |          |   |   |   |
| issued and outstanding at January 31, 2011 and                   |   |             | 247           |   |          |   | 247 |   |
| July 31, 2010                                                    |   |             |          |   |          |   |   |   |
| Common 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     |   |          |   | 1,499,792 |   |
| Retained earnings (deficit) accumulated in the development stage |   |             | (1,562,087    | )      |          |   | (1,538,854 | ) |
|                                                             |   |             |          |   |          |   |   |   |
| Total stockholders' equity (deficit)                             |   |             | (62,048       | )      |          |   | (38,815 | ) |
|                                                             |   |             |          |   |          |   |   |   |
| Total liabilities and stockholders' (deficit)                    |   | $                | 23,689        |   |          | $      | 24,556 |   |

----

|                                                             |   |                       |      |   |                     |   |      | Period from      |   |
|------------------------------------------------------------------|--------|----------------------------|-----------|--------|--------------------------|--------|-----------|------------------|--------|
|                                                             |   | For the Three Months Ended |      |   | For the Six Months Ended |   |      | inception        |   |
|                                                             |   | Unaudited                  |      |   | Unaudited                |   |      | (August 1, 2005) |   |
|                                                             |   | January 31,2011            |      |   | January 31,2010          |   |      | January 31,2011  |   |   | January 31,2010 |   |   | to January 31,2011 |   |
| Revenue                                                          |   | $                          | -         |   |                     | $      | -         |             |   | $ | - |   |   | $  | - |   |   | $  | - |   |
| Operating expenses:                                              |   |                       |      |   |                     |   |      |             |   |   |   |   |   |   |   |   |   |   |   |   |
| Professional fees                                                |   |                       | 9,714     |   |                     |   | 9,698     |             |   |   | 14,113 |   |   |   | 18,078 |   |   |   | 863,871 |   |
| Delaware franchise tax                                           |   |                       | 100       |   |                     |   | -         |             |   |   | 200 |   |   |   | - |   |   |   | 235,876 |   |
| Other general and administrative expenses (Note 4)               |   |                       | 3,328     |   |                     |   | 1,590     |             |   |   | 8,920 |   |   |   | 2,496 |   |   |   | 554,176 |   |
|                                                             |   |                       |      |   |                     |   |      |             |   |   |   |   |   |   |   |   |   |   |   |   |
| Loss from operations                                             |   |                       | (13,142   | )      |                     |   | (11,288   | )                |   |   | (23,233 | ) |   |   | (20,574 | ) |   |   | (1,653,923 | ) |
|                                                             |   |                       |      |   |                     |   |      |             |   |   |   |   |   |   |   |   |   |   |   |   |
| Interest Income                                                  |   |                       | -         |   |                     |   | -         |             |   |   | - |   |   |   | - |   |   |   | 3,715,745 |   |
|                                                             |   |                       |      |   |                     |   |      |             |   |   |   |   |   |   |   |   |   |   |   |   |
| Income (loss) before provision for income taxes                  |   |                       | (13,142   | )      |                     |   | (11,288   | )                |   |   | (23,233 | ) |   |   | (20,574 | ) |   |   | 2,061,822 |   |
|                                                             |   |                       |      |   |                     |   |      |             |   |   |   |   |   |   |   |   |   |   |   |   |
| Provision for income taxes                                       |   |                       | -         |   |                     |   | -         |             |   |   | - |   |   |   | - |   |   |   | - |   |
|                                                             |   |                       |      |   |                     |   |      |             |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income (loss) for the period                                 |   | $                          | (13,142   | )      |                     | $      | (11,288   | )                |   | $ | (23,233 | ) |   | $ | (20,574 | ) |   | $ | 2,061,822 |   |
|                                                             |   |                       |      |   |                     |   |      |             |   |   |   |   |   |   |   |   |   |   |   |   |
| Accretion of Trust Fund relating to Class B                      |   |                       |      |   |                     |   |      |             |   |   |   |   |   |   |   |   |   |   |   |   |
| common stock subject to conversion                               |   |                       | -         |   |                     |   | -         |             |   |   | - |   |   |   | - |   |   |   | (734,003 | ) |
|                                                             |   |                       |      |   |                     |   |      |             |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income (loss) attributable to other Class B stockholders     |   |                       |      |   |                     |   |      |             |   |   |   |   |   |   |   |   |   |   |   |   |
| and common stockholders                                          |   | $                          | (13,142   | )      |                     | $      | (11,288   | )                |   | $ | (23,233 | ) |   | $ | (20,574 | ) |   | $ | 1,327,819 |   |
|                                                             |   |                       |      |   |                     |   |      |             |   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted average Class B common shares outstanding               |   |                       |      |   |                     |   |      |             |   |   |   |   |   |   |   |   |   |   |   |   |
| subject to conversion (no Class B common shares                  |   |                       |      |   |                     |   |      |             |   |   |   |   |   |   |   |   |   |   |   |   |
| outstanding on October 31, 2009)                                 |   |                       | -         |   |                     |   | -         |             |   |   | - |   |   |   | - |   |   |   |   |   |
|                                                             |   |                       |      |   |                     |   |      |             |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income per Class B common share subject to                   |   |                       |      |   |                     |   |      |             |   |   |   |   |   |   |   |   |   |   |   |   |
| conversion, basic and diluted                                    |   | $                          | -         |   |                     | $      | -         |             |   | $ | - |   |   | $ | - |   |   |   |   |   |
|                                                             |   |                       |      |   |                     |   |      |             |   |   |   |   |   |   |   |   |   |   |   |   |
| Weighted average number of shares outstanding, basic and diluted |   |                       | 2,465,100 |   |                     |   | 1,065,100 |             |   |   | 2,465,100 |   |   |   | 1,065,100 |   |   |   |   |   |
|                                                             |   |                       |      |   |                     |   |      |             |   |   |   |   |   |   |   |   |   |   |   |   |
| Net income (loss) per share, basic and diluted                   |   | $                          | (0.01     | )      |                     | $      | (0.01     | )                |   | $ | (0.01 | ) |   | $ | (0.02 | ) |   |   |   |   |

----

|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   | Deficit     |   |          |   |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|---------------|--------|-----------------------|--------|---------------|--------------------|--------|--------|--------------------|--------|--------|---------|---------------|--------|-------------|--------|---------------|--------|--------|
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   | accumulated |   |          |   |   |
|                                                                                                                                                                                                                                                         |   | Common Stock |          |   | Common Stock, Class B |   |          | AdditionalPaid -In |   |   | in the development |   |   |    |          |
|                                                                                                                                                                                                                                                         |   | Shares       |          |   | Amount                |   |          | Shares             |   |   | Amount             |   |   | Capital |          |   | stage       |   |          | Total  |   |
| Balance, August 1, 2005 (inception)                                                                                                                                                                                                                          |   |         | -             |   |                  | $      | -             |               |   |   | -                  |   |   | $       | -             |   |        | $      | -             |   |   | $ | - |   |   | $ | - |   |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
| Issuance of Common Stock to initial stockholder                                                                                                                                                                                                              |   |         | 100           |   |                  |   | -             |               |   |   | -                  |   |   |    | -             |   |        |   | 500           |   |   |   | - |   |   |   | 500 |   |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
| Issuance of 4,950,000 Warrants at $0.05 Per Warrant                                                                                                                                                                                                          |   |         | -             |   |                  |   | -             |               |   |   | -                  |   |   |    | -             |   |        |   | 247,500       |   |   |   | - |   |   |   | 247,500 |   |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
| Sale of 532,500 Series A Units, 5,118,000 Series B Units through public offering net of underwriters' discount and offering expenses and net of proceeds of 10,333,190 allocable to 2,046,176 shares of common stock, Class B subject to possible conversion |   |         | 1,065,000     |   |                  |   | 107           |               |   |   | 8,189,824          |   |   |    | 819           |   |        |   | 42,567,464    |   |   |   | - |   |   |   | 42,568,390 |   |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
| Proceeds from sale of underwriters' purchase option                                                                                                                                                                                                          |   |         | -             |   |                  |   | -             |               |   |   | -                  |   |   |    | -             |   |        |   | 100           |   |   |   |   |   |   |   | 100 |   |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
| Accretion relating to Class B common stock subject to possible conversion                                                                                                                                                                                    |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   | (5,853        | )      |   |   |   |   |   |   | (5,853 | ) |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
| Net loss for the period                                                                                                                                                                                                                                      |   |         | -             |   |                  |   | -             |               |   |   | -                  |   |   |    | -             |   |        |   | -             |   |   |   | (84,852 | ) |   |   | (84,852 | ) |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
| Balance, July 31, 2006                                                                                                                                                                                                                                       |   |         | 1,065,100     |   |                  | $      | 107           |               |   |   | 8,189,824          |   |   | $       | 819           |   |        | $      | 42,809,711    |   |   | $ | (84,852 | ) |   | $ | 42,725,785 |   |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
| Accretion relating to Class B common stock subject to possible conversion                                                                                                                                                                                    |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   | (369,496      | )      |   |   |   |   |   |   | (369,496 | ) |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
| Net income for the period                                                                                                                                                                                                                                    |   |         |     |   |                  |   |     |               |   |   |          |   |   |    |     |   |        |   |     |   |   |   | 1,479,275 |   |   |   | 1,479,275 |   |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
| Balance, July 31, 2007                                                                                                                                                                                                                                       |   |         | 1,065,100     |   |                  | $      | 107           |               |   |   | 8,189,824          |   |   | $       | 819           |   |        | $      | 42,440,215    |   |   | $ | 1,394,423 |   |   | $ | 43,835,564 |   |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
| Accretion relating to Class B common stock subject to possible conversion                                                                                                                                                                                    |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   | (294,049      | )      |   |   |   |   |   |   | (294,049 | ) |
| Net income for the period                                                                                                                                                                                                                                    |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   | 798,309 |   |   |   | 798,309 |   |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
| Net income from inception to July 31, 2008 before reclassification of interest earned on trust account                                                                                                                                                       |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   | 2,192,732 |   |   |   | - |   |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
| Reclassification of interest earned on trust account since inception to additional paid-in capital                                                                                                                                                           |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   | 3,319,382     |   |   |   | (3,319,382 | ) |   |   | - |   |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
| Reclassification of Class B common stock value subject to redemption to current liability                                                                                                                                                                    |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   | (44,014,447   | )      |   |   | - |   |   |   | (44,014,447 | ) |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
| Proceeds from sale by beneficial owner of Class B stock                                                                                                                                                                                                      |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   | 7,343         |   |   |   |   |   |   |   | 7,343 |   |
|                                                                                                                                                                                                                                                         |   |         |     |   |                  |   |     |               |   |   |          |   |   |    |     |   |        |   |     |   |   |   |     |   |   |   |     |   |
| Balance, July 31, 2008                                                                                                                                                                                                                                       |   |         | 1,065,100     |   |                  | $      | 107           |               |   |   | 8,189,824          |   |   | $       | 819           |   |        | $      | 1,458,444     |   |   | $ | (1,126,650 | ) |   | $ | 332,720 |   |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
| Accretion 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        |   |   |   |   |   |   |   | 25,392 |   |
| Proceeds from the sale of common shares on June 30, 2010                                                                                                                                                                                                     |   |         | 1,400,000     |   |                  |   | 140           |               |   |   |               |   |   |    |          |   |        |   | 13,860        |   |   |   |   |   |   |   | 14,000 |   |
| Net (Loss) for the period                                                                                                                                                                                                                                    |   |         |     |   |                  |   |     |               |   |   |          |   |   |    |     |   |        |   |     |   |   |   | (40,779 | ) |   |   | (40,779 | ) |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
| Balance, July 31, 2010 (audited)                                                                                                                                                                                                                             |   |         | 2,465,100     |   |                  | $      | 247           |               |   |   | -                  |   |   | $       | -             |   |        | $      | 1,499,792     |   |   | $ | (1,538,854 | ) |   | $ | (38,815 | ) |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
| Net (Loss) for the period                                                                                                                                                                                                                                    |   |         |     |   |                  |   |     |               |   |   |          |   |   |    |     |   |        |   |     |   |   |   | (23,233 | ) |   |   | (23,233 | ) |
|                                                                                                                                                                                                                                                         |   |         |          |   |                  |   |          |               |   |   |               |   |   |    |          |   |        |   |          |   |   |   |   |   |   |   |   |   |
| Balance, January 31, 2011 (unaudited)                                                                                                                                                                                                                        |   |         | 2,465,100     |   |                  | $      | 247           |               |   |   | -                  |   |   | $       | -             |   |        | $      | 1,499,792     |   |   | $ | (1,562,087 | ) |   | $ | (62,048 | ) |

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|                                                                                   |   |                           |    |   | Period from          |   |
|----------------------------------------------------------------------------------------|--------|--------------------------------|---------|--------|----------------------|--------|
|                                                                                   |   | For the six month period ended |    |   | inception (August 1, |   |
|                                                                                   |   | Unaudited                      |    |   | 2005)                |   |
|                                                                                   |   | January 31,                    |    |   | January 31,          |   |   | to January 31, |   |
|                                                                                   |   | 2011                           |    |   | 2010                 |   |   | 2011 |   |
| CASH FLOWS FROM OPERATING ACTIVITIES                                                   |   |                           |    |   |                 |   |   |   |   |
| Net income (loss) for the period                                                       |   | $                              | (23,233 | )      |                 | $      | (20,574 | ) |   | $ | 2,061,819 |   |
| Adjustments to reconcile net income to net cash used in operating activities:          |   |                           |    |   |                 |   |   |   |   |   |   |   |
| Gain on maturity of Securities held in Trust Fund                                      |   |                           | -       |   |                 |   | - |   |   |   | (3,622,630 | ) |
| Changes in operating assets and liabilities:                                           |   |                           |    |   |                 |   |   |   |   |   |   |   |
| Decrease (increase) in interest receivable in trust                                    |   |                           | -       |   |                 |   | - |   |   |   | - |   |
| Decrease (Increase) in prepaid expenses                                                |   |                           | -       |   |                 |   | - |   |   |   | - |   |
| (Decrease) Increase in accrued expenses                                                |   |                           | (12,634 | )      |                 |   | (5,169 | ) |   |   | 14,737 |   |
| Net cash used in operating activities                                                  |   |                           | (35,867 | )      |                 |   | (25,743 | ) |   |   | (1,546,074 | ) |
|                                                                                   |   |                           |    |   |                 |   |   |   |   |   |   |   |
| CASH FLOWS FROM INVESTING ACTIVITIES                                                   |   |                           |    |   |                 |   |   |   |   |   |   |   |
| Purchase of Securities held in trust                                                   |   |                           | -       |   |                 |   | - |   |   |   | (1,665,222,246 | ) |
| Maturity of Securities held in trust                                                   |   |                           | -       |   |                 |   | - |   |   |   | 1,613,530,446 |   |
| Net cash used in investing activities                                                  |   |                           | -       |   |                 |   | - |   |   |   | (51,691,800 | ) |
|                                                                                   |   |                           |    |   |                 |   |   |   |   |   |   |   |
| CASH FLOWS FROM FINANCING ACTIVITIES                                                   |   |                           |    |   |                 |   |   |   |   |   |   |   |
| Proceeds from issuance of common stock to initial stockholder                          |   |                           | -       |   |                 |   | - |   |   |   | 500 |   |
| Proceeds from issuance of warrants                                                     |   |                           | -       |   |                 |   | - |   |   |   | 247,500 |   |
| Proceeds from advances from shareholders                                               |   |                           | -       |   |                 |   | 10,000 |   |   |   | 25,392 |   |
| Proceeds from promissory notes                                                         |   |                           | 35,000  |   |                 |   | - |   |   |   | 71,000 |   |
| Proceeds from the issuance of common stock                                             |   |                           | -       |   |                 |   | - |   |   |   | 14,000 |   |
| Proceeds from sale of underwriters' purchase option                                    |   |                           | -       |   |                 |   | - |   |   |   | 100 |   |
| Portion of net proceeds from sale of Series B units                                    |   |                           |    |   |                 |   |   |   |   |   |   |   |
| through public offering allocable to shares of                                         |   |                           |    |   |                 |   |   |   |   |   |   |   |
| common stock, Class B subject to possible                                              |   |                           |    |   |                 |   |   |   |   |   |   |   |
| conversion                                                                             |   |                           | -       |   |                 |   | - |   |   |   | 10,327,338 |   |
| Proceeds from sale by beneficial owner of Class B stock                                |   |                           | -       |   |                 |   | - |   |   |   | 7,343 |   |
| Net proceeds from sale of Series A and B units through public                          |   |                           |    |   |                 |   |   |   |   |   |   |   |
| offering allocable to stockholders' equity                                             |   |                           | -       |   |                 |   | - |   |   |   | 42,568,390 |   |
|                                                                                   |   |                           |    |   |                 |   |   |   |   |   |   |   |
| Net cash (used in) provided by financing activities                                    |   |                           | 35,000  |   |                 |   | 10,000 |   |   |   | 53,261,563 |   |
|                                                                                   |   |                           |    |   |                 |   |   |   |   |   |   |   |
| Net increase (decrease) in cash and cash equivalents                                   |   |                           | (867    | )      |                 |   | (15,743 | ) |   |   | 23,689 |   |
|                                                                                   |   |                           |    |   |                 |   |   |   |   |   |   |   |
| Cash and cash equivalents                                                              |   |                           |    |   |                 |   |   |   |   |   |   |   |
| Beginning of period                                                                    |   |                           | 24,556  |   |                 |   | 22,689 |   |   |   | - |   |
|                                                                                   |   |                           |    |   |                 |   |   |   |   |   |   |   |
| End of period                                                                          |   | $                              | 23,689  |   |                 | $      | 6,946 |   |   | $ | 23,689 |   |
|                                                                                   |   |                           |    |   |                 |   |   |   |   |   |   |   |
| Supplemental disclosure of non-cash financing activities:                              |   |                           |    |   |                 |   |   |   |   |   |   |   |
| Fair value of underwriter purchase option included in offering costs                   |   | $                              | -       |   |                 | $      | - |   |   | $ | 641,202 |   |
|                                                                                   |   |                           |    |   |                 |   |   |   |   |   |   |   |
| Accretion of Trust Fund relating to Class B common stock subject to possible coversion |   | $                              | -       |   |                 | $      | - |   |   | $ | (735,003 | ) |

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|          | · | 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 ortransactions 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. |
|---------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|          | · | 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 theframework 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 endingbefore 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.                                                                                                                                                                                                                          |

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|       | · | 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 havedeveloped 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, forinterim 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. The adoption of this topic did not have a material impact on the Company’s financial statements and disclosures. |
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|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|            | · | 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 entitythat 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 afterNovember 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The adoption of this topic did not have a material impact on the Company’s financial statements and disclosures.             |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                 | · | 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 paragraph740-10-50-15(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. The adoption of this topic did not have a material impact on the Company’s financial statements and disclosures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

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| Exhibit           |   |                                                                                                                                               |
|-------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------|
| Number            |   | Exhibit                                                                                                                                            |
| 3.1(1)            |   | Third Amended and Restated Certificate of Incorporation.                                                                                           |
| 3.2(2)            |   | Bylaws.                                                                                                                                            |
| 31.1*   |   | Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.                |
| 31.2*   |   | Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.                |
| 32.1*   |   | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2*   |   | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |

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| *      | 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. |

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|                       | ISRAEL GROWTH PARTNERS ACQUISITION CORP. |                                                                |
|----------------------------|------------------------------------------|---------------------------------------------------------------------|
|                       |                                     |                                                                |   |
| Date:  March 17, 2011 | By:                                      | /s/ Craig Samuels                                                   |   |
|                       |                                     | Craig Samuels                                                       |   |
|                       |                                     | Director, Chief Executive Officer and President |   |

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| Exhibit          |   |                                                                                                                                               |
|------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------|
| Number           |   | Exhibit                                                                                                                                            |
| 31.1   |   | Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.                |
| 31.2   |   | Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.                |
| 32.1   |   | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2   |   | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |

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