U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-Q




QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934




For The
Quarterly Period Ended


April 30,
2009




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
              incorporation
      or organization)
            
            (I.R.S.
      Employer
              Identification
      Number)




1600
Tysons Blvd., Suite 1150


McLean,
VA 22102


(Address
of Principal Executive Offices and Zip Code)




703-286-1390


(Registrant’s
Telephone Number, Including Area Code)




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   ̈




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




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




Yes  x    No   ̈




As of
June 15, 2009, there were 1,065,100 shares of the issuer’s common stock, par
value $0.0001 per share, outstanding.





Israel
Growth Partners Acquisition Corp.




INDEX




Part
      I – FINANCIAL INFORMATIONItem
      1. Financial StatementsCondensed
      Balance Sheets as of  April 30, 2009 (unaudited) and July 31,
      2008 (audited)
                      
                      
                      3Condensed
      Statements of Operations, for the three months ended April 30, 2009 and
      2008, for the nine months ended April 30, 2009 and 2008, for the period
      from August 1, 2005 (inception) to April 30, 2008, and for the period from
      August 1, 2005 (inception) to April 30, 2009 (unaudited)
                      
                      
                      4Condensed  Statement
      of Stockholders' Equity for the period from inception (August 1, 2005) to
      July 31, 2008 and the six months ended April 30, 2009
      (unaudited)
                      
                      
                      5Statements
      of Cash Flows, for the six months ended April 30, 2009 and 2008, for the
      period from August 1, 2005 (inception) to April 30, 2008, and for the
      period from August 1, 2005 (inception) to April 30,
      2009  (unaudited)
                      
                      
                      6Notes
      to Unaudited Condensed Financial Statements
                      
                      
                      7Item
      2.  Management's Discussion and Analysis of Financial Condition
      and Results of Operations
                      
                      
                      17Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risk
                      
                      
                      20Item
      4. Submission of Matters to a Vote of Security Holders
                      
                      
                      20Item
      4T. Controls and Procedures
                      
                      
                      20Part
      II – OTHER INFORMATION
                      
                      
                      21Item
      1A.  Risk Factors
                      
                      
                      21Item
      6.   Exhibits
                      
                      
                      23


2


PART
I


FINANCIAL
INFORMATION




Item
1.  Financial Statements.




Israel
Growth Partners Acquisition Corp.


Condensed
Balance Sheets




As of
                                                                
                                                                
                                                                As ofApril 30,
    2009
                                                                
                                                                
                                                                July 31,
    2008(Unaudited)
                                                                
                                                                
                                                                (Audited)ASSETSCurrent
    Assets:Cash and cash
      equivalents
                                                                
                                                                $
                                                                78,727
                                                                
                                                                
                                                                $
                                                                438,699Investments
      held in Trustincluding interest receivable of $0 and
      $77,146 (Note 1)
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                55,011,182Prepaid
      expenses
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                63,986Total
assets
                                                                
                                                                $
                                                                78,727
                                                                
                                                                
                                                                $
                                                                55,513,867LIABILITIES AND STOCKHOLDERS'
      EQUITYCurrent
      Liabilities:Accrued
      expenses
                                                                
                                                                
                                                                96,249
                                                                
                                                                
                                                                
                                                                169,965Common stock, Class B subject to
      redemption, (Notes 1)
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                55,011,182Total current
      liabilities
                                                                
                                                                
                                                                96,249
                                                                
                                                                
                                                                
                                                                55,181,147Commitments
      (deficit) (Note 4)Stockholders'
      Equity (Notes 2, 4 and 5)Common
      stock, par value $.0001 per share, 80,000,000 shares authorized, 1,065,100
      shares issued and outstanding
                                                                
                                                                
                                                                107
                                                                
                                                                
                                                                
                                                                107Common
      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 conversion)
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                819Additional
      paid-in-capital
                                                                
                                                                
                                                                1,460,540
                                                                
                                                                
                                                                
                                                                1,458,444Retained
      earnings (deficit) accumulated in the development
      stage
                                                                
                                                                
                                                                (1,478,169
                                                                )
                                                                
                                                                
                                                                (1,126,650
                                                                )Total
      stockholders' equity (deficit)
                                                                
                                                                
                                                                (17,522
                                                                )
                                                                
                                                                
                                                                332,720Total liabilities and
      stockholders' equity
                                                                
                                                                $
                                                                78,727
                                                                
                                                                
                                                                $
                                                                55,513,867




See Notes
to Unaudited Condensed Financial Statements




3






Israel
Growth Partners Acquisition Corp.


Condensed
Statement of Operations




Period
      from inceptionFor
      the three months ended
                                                                                
                                                                                
                                                                                For
      the nine months ended
                                                                                
                                                                                
                                                                                (August
      1, 2005) toUnaudited
                                                                                
                                                                                
                                                                                UnauditedApril
      30, 2009
                                                                                
                                                                                
                                                                                April
      30, 2008
                                                                                
                                                                                
                                                                                April
      30, 2009
                                                                                
                                                                                
                                                                                April
      30, 2008
                                                                                
                                                                                
                                                                                April
      30, 2009Revenue
                                                                                
                                                                                $
                                                                                -
                                                                                
                                                                                
                                                                                $
                                                                                -
                                                                                
                                                                                
                                                                                $
                                                                                -
                                                                                
                                                                                
                                                                                $
                                                                                -
                                                                                
                                                                                
                                                                                $
                                                                                -Operating
      expenses:Professional
      fees
                                                                                
                                                                                
                                                                                48,005
                                                                                
                                                                                
                                                                                
                                                                                316,418
                                                                                
                                                                                
                                                                                
                                                                                221,173
                                                                                
                                                                                
                                                                                
                                                                                540,270
                                                                                
                                                                                
                                                                                
                                                                                808,211Delaware
      franchise tax
                                                                                
                                                                                
                                                                                2,500
                                                                                
                                                                                
                                                                                
                                                                                15,781
                                                                                
                                                                                
                                                                                
                                                                                6,552
                                                                                
                                                                                
                                                                                
                                                                                25,314
                                                                                
                                                                                
                                                                                
                                                                                228,020Other
      general and administrative expenses (Note 4)
                                                                                
                                                                                
                                                                                69,589
                                                                                
                                                                                
                                                                                
                                                                                65,686
                                                                                
                                                                                
                                                                                
                                                                                125,409
                                                                                
                                                                                
                                                                                
                                                                                151,635
                                                                                
                                                                                
                                                                                
                                                                                533,774Loss
      from operations
                                                                                
                                                                                
                                                                                (120,094
                                                                                )
                                                                                
                                                                                
                                                                                (397,885
                                                                                )
                                                                                
                                                                                
                                                                                (353,134
                                                                                )
                                                                                
                                                                                
                                                                                (717,219
                                                                                )
                                                                                
                                                                                
                                                                                (1,570,005
                                                                                )Interest
      Income
                                                                                
                                                                                
                                                                                6,258
                                                                                
                                                                                
                                                                                
                                                                                320,349
                                                                                
                                                                                
                                                                                
                                                                                306,142
                                                                                
                                                                                
                                                                                
                                                                                1,251,951
                                                                                
                                                                                
                                                                                
                                                                                3,715,746Income
      (loss) before provision for income taxes
                                                                                
                                                                                
                                                                                (113,836
                                                                                )
                                                                                
                                                                                
                                                                                (77,536
                                                                                )
                                                                                
                                                                                
                                                                                (46,992
                                                                                )
                                                                                
                                                                                
                                                                                534,732
                                                                                
                                                                                
                                                                                
                                                                                2,145,741Provision
      for incometaxes
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                -Net
      income (loss) for theperiod
                                                                                
                                                                                $
                                                                                (113,836
                                                                                )
                                                                                
                                                                                $
                                                                                (77,536
                                                                                )
                                                                                
                                                                                $
                                                                                (46,992
                                                                                )
                                                                                
                                                                                $
                                                                                534,732
                                                                                
                                                                                
                                                                                $
                                                                                2,145,741Accretion
      of Trust Fund relating to Class B common stock subject to
      conversion
                                                                                
                                                                                
                                                                                -
                                                                                
                                                                                
                                                                                
                                                                                (63,061
                                                                                )
                                                                                
                                                                                
                                                                                (64,605
                                                                                )
                                                                                
                                                                                
                                                                                (245,137
                                                                                )
                                                                                
                                                                                
                                                                                (729,022
                                                                                )Net
      income (loss) attributable to other Class B stockholders and
      common stockholders
                                                                                
                                                                                $
                                                                                (113,836
                                                                                )
                                                                                
                                                                                $
                                                                                (140,597
                                                                                )
                                                                                
                                                                                $
                                                                                (111,597
                                                                                )
                                                                                
                                                                                $
                                                                                289,595
                                                                                
                                                                                
                                                                                $
                                                                                1,416,719Weighted
      average Class B common shares outstanding subject to
      conversion
                                                                                
                                                                                
                                                                                341,029
                                                                                
                                                                                
                                                                                
                                                                                2,046,176
                                                                                
                                                                                
                                                                                
                                                                                1,477,794
                                                                                
                                                                                
                                                                                
                                                                                2,046,176Net
      income per Class B common share subject to conversion,basic
      and diluted
                                                                                
                                                                                $
                                                                                (0.33
                                                                                )
                                                                                
                                                                                $
                                                                                (0.07
                                                                                )
                                                                                
                                                                                $
                                                                                (0.08
                                                                                )
                                                                                
                                                                                $
                                                                                0.14Weighted
      average number of shares outstanding,basic
      and diluted
                                                                                
                                                                                
                                                                                2,430,070
                                                                                
                                                                                
                                                                                
                                                                                9,254,924
                                                                                
                                                                                
                                                                                
                                                                                6,979,973
                                                                                
                                                                                
                                                                                
                                                                                9,254,924Net
      income (loss)per share,basic
      and diluted
                                                                                
                                                                                $
                                                                                (0.05
                                                                                )
                                                                                
                                                                                $
                                                                                (0.02
                                                                                )
                                                                                
                                                                                $
                                                                                (0.02
                                                                                )
                                                                                
                                                                                $
                                                                                0.03




See Notes
to Unaudited Condensed Financial Statements


4




Israel
Growth Partners Acquisition Corp.


Condensed
Statement of Stockholders' Equity for the period


from
inception (August 1, 2005) to April 30, 2009





Common
      Stock
                                                      
                                                      
                                                      Common
      Stock, Class B
                                                      
                                                      
                                                      Additional
                                                        Paid -
      In
                                                      
                                                      
                                                      Deficit
                                                        accumulated
      in
                                                        the
      developmentShares
                                                      
                                                      
                                                      Amount
                                                      
                                                      
                                                      Shares
                                                      
                                                      
                                                      Amount
                                                      
                                                      
                                                      Capital
                                                      
                                                      
                                                      stage
                                                      
                                                      
                                                      TotalBalance,August
      1, 2005 (inception)
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -Issuance
      of Common Stock to initialstockho
      lder
                                                      
                                                      
                                                      100
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      500
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      500Issuance
      of 4,950,000 Warrantsat
      $0.05 Per W arrant
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      247,500
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      247,500Sale
      of 532,500 Series A Units, 5,118,000Series
      B Units through public offeringnet
      of underwriters' discount and offeringexpenses
      and net of proceeds o f 10,333,190allocable
      to 2,046,176 shares of common stock,Class
      B subject to possib le conversion
                                                      
                                                      
                                                      1,065,000
                                                      
                                                      
                                                      
                                                      107
                                                      
                                                      
                                                      
                                                      8,189,824
                                                      
                                                      
                                                      
                                                      819
                                                      
                                                      
                                                      
                                                      42,567,464
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      4
      2,568,390Proceeds
      from sale of underwriters'purchase
      option
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      100
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      100Accretion
      relating to Class B common stocksubject
      to possible conversion
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (5,853
                                                      )
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (5,853
                                                      )Net
      loss for the period
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (84,852
                                                      )
                                                      
                                                      
                                                      (84,852
                                                      )Balance,July
      31, 2006
                                                      
                                                      
                                                      1,065,100
                                                      
                                                      
                                                      
                                                      10
      7
                                                      
                                                      
                                                      
                                                      8,189,824
                                                      
                                                      
                                                      
                                                      819
                                                      
                                                      
                                                      
                                                      42,809,711
                                                      
                                                      
                                                      
                                                      (84,852
                                                      )
                                                      
                                                      
                                                      42,725,785Accretion
      relating to Class B common stocksubject
      to possible conversion
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (369,496
                                                      )
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (369,496
                                                      )Net
      income for the period
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      1,479,275
                                                      
                                                      
                                                      
                                                      1,479,275Balance,
      July 31, 2007
                                                      
                                                      
                                                      1,065,100
                                                      
                                                      
                                                      $
                                                      10
      7
                                                      
                                                      
                                                      
                                                      8,189,824
                                                      
                                                      
                                                      $
                                                      819
                                                      
                                                      
                                                      $
                                                      42,440,215
                                                      
                                                      
                                                      $
                                                      1,394,423
                                                      
                                                      
                                                      $
                                                      43,835,564Accretion
      relating to Class B common stock subject to possible
      conversion
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (294,049
                                                      )
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (294,049
                                                      )Net
      income for the period
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      798,309
                                                      
                                                      
                                                      
                                                      798,309Net
      income from inception to July 31, 2008before
      reclassification of interest earned on trust
      account
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      2,192,732
                                                      
                                                      
                                                      
                                                      -Reclassification
      of interest earned on trust account sinceinception
      to additional paid-in capital
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      3,319,382
                                                      
                                                      
                                                      
                                                      (3,319,382
                                                      )
                                                      
                                                      
                                                      -Reclassification
      of Class B common stock valuesubject
      to redemption to current liability
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (44,014,447
                                                      )
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (4
      4,014,447
                                                      )Proceeds
      from sale by beneficial owner of Class B
    stock
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      7,343
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      7,343Balance,
      July 31, 2008 (audited)
                                                      
                                                      
                                                      1,065,100
                                                      
                                                      
                                                      $
                                                      10
      7
                                                      
                                                      
                                                      
                                                      8,189,824
                                                      
                                                      
                                                      $
                                                      819
                                                      
                                                      
                                                      $
                                                      1,458,444
                                                      
                                                      
                                                      $
                                                      (1,126,650
                                                      )
                                                      
                                                      $
                                                      332,720Accretion
      relating to Class B common stocksubject
      to possible conversion
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (64,605
                                                      )
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (64,605
                                                      )Reclassification
      of interest earned on trust accountto
      additional paid-in cap ital
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      304,527
                                                      
                                                      
                                                      
                                                      (304,527
                                                      )
                                                      
                                                      
                                                      -Reclassification
      of Class B common stock valuesubject
      to redemption to current liability
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (238,645
                                                      )
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (238,645
                                                      )Cancellation
      of B Common Stock
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (8,189,824
                                                      )
                                                      
                                                      
                                                      (819
                                                      )
                                                      
                                                      
                                                      819
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      -Net
      income for the period
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (46,992
                                                      )
                                                      
                                                      
                                                      (46,992
                                                      )Balance,
      April 3 0, 2009 (unaudited)
                                                      
                                                      
                                                      1,065,100
                                                      
                                                      
                                                      $
                                                      10
      7
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      1,460,540
                                                      
                                                      
                                                      $
                                                      (1,478,169
                                                      )
                                                      
                                                      $
                                                      (17,522
                                                      )




See Notes
to Unaudited Condensed Financial Statements


5





Israel
Growth Partners Acquisition Corp.


Condensed
Statement of Cash Flows




(unaudited)




For
      the nine months ended
                                          
                                          
                                          Period
      from inception
                                            (August
      1, 2005) toApril 30,
      2009
                                          
                                          
                                          April 30,
      2008
                                          
                                          
                                          April 30,
      2009CASH FLOWS FROM OPERATING
      ACTIVITIESNet income for the
      period
                                          
                                          $
                                          (46,992
                                          )
                                          
                                          $
                                          534,732
                                          
                                          
                                          $
                                          2,145,741Adjustments to reconcile net
      income to net cash used in operating activities:Gain on maturity of Securities
      held in Trust Fund
                                          
                                          
                                          (380,396
                                          )
                                          
                                          
                                          (1,282,862
                                          )
                                          
                                          
                                          (3,622,634
                                          )Changes in operating assets and
      liabilities:Decrease (increase) in interest
      receivable in trust
                                          
                                          
                                          77,146
                                          
                                          
                                          
                                          56,564
                                          
                                          
                                          
                                          -Decrease in accounts receivable -
      interest
                                          
                                          
                                          -
                                          
                                          
                                          
                                          1,025
                                          
                                          
                                          
                                          -Decrease (Increase) in prepaid
      expenses
                                          
                                          
                                          63,986
                                          
                                          
                                          
                                          (11,827
                                          )
                                          
                                          
                                          -(Decrease) Increase in accrued
      expenses
                                          
                                          
                                          (73,716
                                          )
                                          
                                          
                                          217,204
                                          
                                          
                                          
                                          96,249Net cash used in operating
      activities
                                          
                                          
                                          (359,972
                                          )
                                          
                                          
                                          (485,164
                                          )
                                          
                                          
                                          (1,380,644
                                          )CASH FLOWS FROM INVESTING
      ACTIVITIESPurchase of Securities held in
      trust
                                          
                                          
                                          (331,216,341
                                          )
                                          
                                          
                                          (487,273,649
                                          )
                                          
                                          
                                          (1,665,222,246
                                          )Maturity of Securities held in
      trust
                                          
                                          
                                          331,216,341
                                          
                                          
                                          
                                          487,273,649
                                          
                                          
                                          
                                          1,613,530,446Net cash used in investing
      activities
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (51,691,800
                                          )CASH FLOWS FROM FINANCING
      ACTIVITIES
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          -Proceeds from issuance of common
      stock to initial stockholder
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          500Proceeds from issuance of
      warrants
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          247,500Proceeds from sale of
      underwriters' purchase option
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          100Portion of net proceeds from sale
      of Series B unitsthrough public offering allocable
      to shares ofcommon
      stock, Class B subject to possibleconversion
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          10,327,338Proceeds from sale by beneficial
      owner of Class B stock
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          7,343Net
      proceeds from sale of Series A and B units through publicoffering allocable to stockholders'
      equity
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          42,568,390Net cash (used in) provided by
      financing activities
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          53,151,171Net increase (decrease) in cash
      and cash equivalents
                                          
                                          
                                          (359,972
                                          )
                                          
                                          
                                          (485,164
                                          )
                                          
                                          
                                          78,727Cash and cash
      equivalentsBeginning of
      period
                                          
                                          
                                          438,699
                                          
                                          
                                          
                                          1,123,856
                                          
                                          
                                          
                                          -End of
    period
                                          
                                          $
                                          78,727
                                          
                                          
                                          $
                                          638,692
                                          
                                          
                                          $
                                          78,727Supplemental disclosure of
      non-cash financing activities:Fair value of underwriter purchase
      option included in offering costs
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          641,202.00Accretion of Trust Fund relating
      to Class B common stock subject to possible
    coversion
                                          
                                          $
                                          (65,605
                                          )
                                          
                                          $
                                          245,137
                                          
                                          
                                          $
                                          (735,003.00
                                          )Reclassification of Class B common
      stock to liability
                                          
                                          $
                                          238,645
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          44,253,092.00Reclassification of Class B,
      subject to possible coversion to liability
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          10,996,735.00




See Notes
to Unaudited Condensed Financial Statements




6





NOTE 1 – ORGANIZATION AND BUSINESS
OPERATIONS





Israel Growth Partners Acquisition Corp.
(the “Company”) was incorporated in Delaware on August 1, 2005 to serve as a
vehicle to effect a merger, capital stock exchange, asset acquisition or other
similar business combination with a currently unidentified operating business
which has operations or facilities located in Israel, or which is a company
operating outside of Israel which the Company’s management believes would
benefit from establishing operations or facilities in Israel (a “Target
Business”). All activity from inception (August 1, 2005) through April 30, 2009
related to the Company’s formation, capital raising and deal development
activities. The Company has selected July 31st as its year
end.





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





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





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





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


7


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





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





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





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





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


8





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





Going concern consideration – As
indicated in the accompanying financial statements, at April 30, 2009, the
Company had $78,727 in cash, current liabilities of $96,249 and a working
capital deficit of ($17,522). The Company may be unable to continue operations
as a going concern unless further financing is consummated.





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 consisted 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 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.


9


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.  The Series B Units
are no longer available, however, due to the cancellation of the B common stock
as described in Note 1.





NOTE 3 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES





INTERIM FINANCIAL
STATEMENTS– The
accompanying unaudited condensed financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
(“SEC”) and should be read in conjunction with the Company’s audited financial
statements and footnotes thereto for the year ended to July 31, 2008 included in
the Company’s Form 10-K filed on October 31, 2008. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been omitted pursuant to such rules and regulations. However, the
Company believes that the disclosures are adequate to make the information
presented not misleading. The financial statements reflect all adjustments
(consisting primarily of normal recurring adjustments) that are, in the opinion
of management necessary for a fair presentation of the Company’s financial
position and results of operations. The operating results for the three and nine
months ended April 30, 2009 are not necessarily indicative of the results to be
expected for any other interim period of any future year.





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 HELD IN
TRUST– Investments held in
the Trust Fund consisted of municipal money fund securities with maturities of
up to 30 days. Such securities generated current income which is exempt from
federal income tax and therefore no provision for income taxes is required for
the period ended April 30, 2009. The entire amount in the Trust Fund was
transferred on October 7, 2008 at par into the Federated Treasury Obligations
Fund – Institutional Shares ($33.5 billion in assets as of September 30, 2008),
a money market fund invested in U.S. treasury and treasury repurchase
agreements. The funds were held in a brokerage account at Barclays Capital until
the Trust Fund was distributed to the Class B common stockholders. See Note 1 –
Organization and Business Operations.





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.


10


Franchise taxes incurred in the State of
Delaware are included in general and administrative
expenses.





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





Basic earnings (loss) per share is
computed by dividing income (loss) available to common stockholders by the
weighted average common shares outstanding for the period. Basic net income per
share is calculated by dividing net income attributable to (1) common and Class
B stockholders and (2) Class B common stockholders subject to possible
conversion by their weighted average number of common shares outstanding during
the period. Diluted earnings per share reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the entity. Since the effect of
outstanding warrants to purchase common stock and the UPO are antidilutive, as
their exercise prices are greater than the average market price of common stock
during the period, they have been excluded from the Company’s computation of net
income per share. Therefore, basic and diluted income per share were the same
for the period from inception (August 1, 2005) through April 30,
2009.





As discussed in Note 1, on February 18,
2009 all amounts in the Trust Fund were returned to the Class B Common
Stockholders including all interest income earned thereon. Due to the
distribution to Class B common shareholders and the inclusion therein of
$3,623,910 of interest earned on the Trust Fund to February 15, 2009 the amounts
disclosed as earnings (loss) per share on the statements of operations are not
representative of the actual per share earnings (loss) of the common stock Class
B (10,236,000 shares) and common stock (1,065,100 shares) since inception. Such
amounts would be $0.35 net income per share of common stock Class B (based on
$3,623,910 interest on Trust Fund since the Offering) and $1.39 net loss per
share of common stock (based on net loss since inception of ($1,478,169)
(excluding interest on the Trust Fund) for the 10,236,000 and 1,065,100 shares
respectively.





FAIR VALUE
MEASUREMENTS- In September
2006, the FASB issued Statement No. 157, Fair Value Measurements (“SFAS No.
157”). SFAS No. 157 provides guidance for using fair value to measure assets and
liabilities. This statement clarifies the principle that fair value should be
based on the assumptions that market participants would use when pricing the
asset or liability. SFAS No. 157 establishes a fair value hierarchy, giving the
highest priority to quoted prices in active markets and the lowest priority to
unobservable data. SFAS No. 157 applies whenever other standards require assets
or liabilities to be measured at fair value.





Effective July 31, 2008, the Company
implemented SFAS Statement No. 157, which did not have impact on Company’s
financial results.


11





The following table presents certain of
the Company’s assets that are measured at fair value as of April 30 2009. In
general, fair values determined by Level 1 inputs utilize quoted prices in
active markets and the fair values described below were determined through
market, observable and corroborated sources.





April 30,
    2009
                    
                    
                    Quoted Prices
      inDescription
                    
                    (Level 1)
                    
                    
                    Active
    MarketsCash and cash
      equivalents
                    
                    $
                    78,727
                    
                    
                    $
                    78,727Total
                    
                    $
                    78,727
                    
                    
                    $
                    78,727





In accordance with the provisions of FSP
No. FAS 157-2, Effective Date of FASB Statement No. 157, the Company has elected
to defer implementation of SFAS 157 as it relates to its non-financial assets
and non-financial liabilities and is evaluating the impact, if any, this
standard will have on its financial statements.





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





NEW ACCOUNTING
PRONOUNCEMENTS–





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





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


12


On March 19, 2008, the FASB issued SFAS
No. 161, “Disclosures about Derivative Instruments and Hedging Activities”
(“SFAS 161”), to improve financial reporting of derivative instruments and
hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entity’s financial position, financial
performance, and cash flows. SFAS 161 is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008,
which required the Company to adopt these provisions beginning in fiscal 2009
and thereafter. Management is currently evaluating the effect that SFAS 161 may
have on the Company’s financial statement disclosures.





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 – 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





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





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





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


13


NOTE 5 – WARRANTS AND OPTION TO PURCHASE
COMMON STOCK





Warrants





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





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





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





Prior to entering into to the
registration rights agreement and the letter agreement on January 31, 2006, the
Company accounted for the Class W and Class Z Warrants issued to the initial
security holders as liabilities in accordance with the guidance of EITF 00-19,
Accounting for Derivative Financial Instruments Indexed to, and Potentially
Settled in, a Company’s Own Stock. Accordingly, the Company recorded the fair
value of the warrants of $247,500 as a non-current liability on its balance
sheet from the date of issuance through January 31, 2006. As a result of
entering into the registration rights agreement, the warrants no longer are
accounted for as liabilities and are classified in stockholder’s equity. For the
period from inception (August 1, 2005) to January 31, 2009, no income (loss) was
recorded related to recording the derivative to market value as there was no
change in the fair value of such securities. The Company determined the fair
value of the Class W and Class Z Warrants issued in August 2005 based on the
aggregate purchase price paid to the Company of $247,500, or $0.05 per
Warrant.





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





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


14





Each Class Z Warrant issued in the
Offering and to the initial security holders is exercisable with cash for one
share of common stock. Except as set forth below, the Class Z warrants entitle
the holder to purchase shares at $5.00 per share, subject to adjustment in the
event of stock dividends and splits, reclassifications, combinations and similar
events for a period commencing on the later of: (a) completion of the Business
Combination and (b) July 10, 2007 and ending July 10, 2013. As of April 30, 2009
there were 7,800,000 Class Z Warrants outstanding.





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





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





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





Underwriter Purchase
Option





In connection with the Offering, the
Company has issued to certain of the underwriters the UPO for $100 to purchase
up to 25,000 Series A Units at an exercise price of $14.025 per unit and/or up
to 230,000 Series B Units at an exercise price of $16.665 per unit. The Series B
common stock, however, has been cancelled by the Company (see Note
1).  The Series A 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.


15





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





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





Note 6 – SUBSEQUENT
EVENTS





The Board of Directors of Israel Growth
Partners Acquisition Corp. (“IGPAC” or “Company”) convened on June 12, 2009 to
consider who should be IGPAC’s independent auditors.   The Board of
Directors evaluated various independent auditing firms and then appointed Gruber
& Company, LLC as IGPAC’s independent auditors for the 2009 fiscal year,
replacing Ziv Haft, a BDO member firm (“ZH”).





This action effectively dismisses ZH as
the Company’s independent auditor for the fiscal year that commenced on August
1, 2008.  The report of ZH on the Company’s consolidated financial
statements for the year ended July 31, 2008 did not contain an adverse opinion
or a disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope, or accounting principles.





As of June 12, 2009 there have been no
disagreements with ZH on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreements if not resolved to ZH’s satisfaction would have caused them to
make reference to the subject matter of the disagreement in connection with
their reports. For the years ended July 31, 2008 and 2007 and through the date
of this Form 10Q, there were no “reportable events” as that term is described in
Item 304(a)(1)(v) of Regulation S-K.


16


The Company has requested ZH to furnish
it a letter addressed to the Commission stating whether it agrees with the above
statements.





During the years ended July 31, 2007 and
2008 and through June 12, 2009 (the date Gruber & Company, LLC was
appointed), the Company did not consult Gruber & Company, LLC with respect
to the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company’s Consolidated Financial Statements, or any other matters or
reportable events as defined in Item 304(a)(2)(i) and (ii) of Regulation
S-K





Item 2.





Management’s Discussion and Analysis of
Financial Condition and Results of Operations





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





General





We were formed on August 1, 2005 to
serve as a vehicle to effect a merger, capital stock exchange, asset acquisition
or other similar business combination with a currently unidentified operating
business which has operations or facilities located in Israel, or which is a
company operating outside of Israel which our management believes would benefit
from establishing operations or facilities in Israel.





On July 18, 2006, we completed our
initial public offering of 500,000 Series A Units and 4,600,000 Series B Units.
On July 26, 2006, we consummated the closing of an additional 32,500 Series A
Units and 518,000 Series B Units which were subject to the over-allotment
option. Each Series A Unit consists of two shares of common stock, $.0001 par
value per share, ten Class Z warrants, each to purchase one share of our Common
Stock at a price of $5.00 per share. Each Series B Unit consists of two shares
of Class B Common Stock, $.0001 par value per share, two Class W Warrants, each
to purchase one share of our Common Stock at a price of $5.00 per share. Our net
proceeds from the initial public offering, including the exercise of the over
allotment option, totaled $52,895,728 which was net of $3,292,476 in
underwriting and other expenses.





Our certificate of incorporation in
effect as of February 16 , 2009 required us to distribute to our Class B common
stockholders the amount in our Trust Fund, including any accrued interest, if we
did not effect a business combination as described in the registration statement
for our IPO within 18 months after the consummation of our IPO (July 18, 2006),
or within 24 months after the consummation of our IPO if a letter of intent,
agreement in principle or definitive agreement has been executed within 18
months after the consummation of our IPO and the business combination has not
been consummated within such 18 month period.


17


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





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





At the request of FIIG, we presented to
our stockholders proposals to consider at a special meeting of our stockholders,
held on February 16 and 17, 2009, to (i) expressly allow us to distribute the
funds in the Trust Fund to the Class B common stockholders and cancel the
outstanding shares of our Class B common stock, without the requirement that we
dissolve and liquidate, and (ii) allow us to continue our corporate existence
after the distribution of the Trust Fund, rather than dissolve as required by
our certificate of incorporation, and to do so with a new certificate of
incorporation that would be suitable for our company as a non-blank check
company.





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





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


18


At a meeting of our Board of Directors
held on March 13, 2009, the Board of Directors appointed Richard J. Roth, FIIG’s
Managing Director and Chief Financial Officer, and Abhishek Jain, Chief
Executive Officer of WTP Capital, LLC, to the Board of
Directors.  Following the appointment of Mr. Roth and Mr. Jain, each
of the remaining members of the Board of Directors, Matty Karp, Carmel Vernia
and Dror Gad, resigned from the Board of Directors and, effective immediately
after the filing of this quarterly report on Form 10-Q, as officers of the
Company, resulting in Mr. Roth and Mr. Jain continuing as the sole members of
the Board of Directors.





Results of
Operations





Net loss for the three months ended
April 30, 2009 of $(113,836) consisted of interest income on the Trust Fund
investment of $6,258 and $0 interest on cash and cash equivalents, offset by
professional fees of $48,005, Delaware franchise taxes of $2,500 and other
operating expenses of $69,589 which consist of $58,872 for insurance, and 10,717
for other expenses.





Net loss for the three months ended
April 30, 2008 of ($77,536) consisted of interest income on the Trust Fund
investment of $315,461, and interest on cash and cash equivalents of $4,888,
offset by professional fees of 316,418, $15,781 for Delaware franchise tax, and
other operating expenses of $46,319, consisting of $20,000 for officer liability
insurance, and $2,669 for travel, and $23,650 for other operating
expenses.





Net loss for the nine months ended April
30, 2009 of ($46,992) consisted of interest income on the Trust Fund investment
of $304,526 and interest on cash and cash equivalents of $1,616, offset by
professional fees of $221,173, Delaware franchise taxes of $6,552 and other
operating expenses of $125,409 which consist of $17,903 for a monthly
administrative services agreement with an affiliate, $88,828 for insurance, and
$1,137 for travel, and $17,541 for other expenses.





Net income for the nine months ended
April 30, 2008 of $534,732 consisted of interest income on the Trust Fund
investment of $1,226,298, and interest on cash and cash equivalents of $25,653,
offset by professional fees of 540,270, $25,314 for Delaware franchise tax, and
other operating expenses of $151,635, consisting of $67,500 for office space and
other administrative expenses, $46,109 for officer liability insurance, and
$31,187 for travel, and $6,839 for other operating expenses.





Net income for the period from inception
(August 1, 2005) to April 30, 2009 of $2,145,741 consisted of interest income on
the Trust Fund investment of $3,623,909 and interest on cash and cash
equivalents of $91,837, offset by professional fees of $808,211, Delaware
franchise taxes of $228,020 and other operating expenses of $533,774, consisting
of $202,984 for a monthly administrative services agreement with an affiliate,
$224,840 for insurance, $68,124 for travel, and $37,826 for other
expenses.


19


Liquidity and Capital
Resources





We consummated our initial public
offering of 500,000 Series A units and 4,600,000 Series B units on July 18,
2006. On July 26, 2006, we consummated the closing of an additional 32,500
Series A Units and 518,000 Series B Units that were subject to the
over-allotment option. Proceeds from our initial public offering were
approximately $52.9 million, net of underwriting and other expenses of
approximately $3.3 million, of which $51,691,800 was deposited into the trust
account with American Stock Transfer & Trust Company as trustee, or the
Trust Fund, and the remaining $1.2 million was held outside of the Trust Fund.
The proceeds held outside the trust are available to be used by us, and are
being used by us, to provide for business, legal and accounting due diligence on
prospective acquisitions and continuing general and administrative
expenses.  The proceeds held in the Trust Fund were distributed to our
Class B shareholders on February 18, 2009 (see Note 1).





As indicated in the accompanying
financial statements, at April 30, 2009, we had $78,727 in cash, current
liabilities of $96,249 and a working capital deficit of $17,522. Further, we
have incurred and expect to continue to incur costs in pursuit of acquisition
plans.





We believe that we will need to raise
capital to fund ongoing operations, and we may be unable to continue operations
unless further financing is consummated. Costs for ongoing operations are
anticipated to include the compliance cost of continuing to remain a public
reporting company, and to fund the acquisition of an operating business. There
is no assurance that our plans to raise capital or to consummate a transaction
will be successful.





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





Item 3. Quantitative and Qualitative
Disclosures About Market Risk





Pursuant to the SEC's rules and
regulations this item is not applicable to the Company as a smaller reporting
company.




Item 4.
 
 Submission of Matters to a Vote of
Security Holders.
 
 At a special meeting of stockholders
held on February 16, 2009, the Company’s stockholders approved, with 5,506,668
votes “for”, 25,500 votes “against”, and 0 abstaining, a proposal to distribute
the proceeds of the Company’s trust account to the holders of its Class B common
stock and cancel the outstanding shares of its Class B common stock in
accordance with its then-existing certificate of incorporation, except without
requiring the Company’s dissolution and liquidation.
 
 At a continuation of the special
stockholder meeting held on February 17, 2009, the Company’s stockholders (then
consisting only of holders of common stock) approved proposals to amend and
restate the Company’s certificate of incorporation to (1) remove certain blank
check company-related restrictions, including provisions which required the
Company to dissolve following the distribution of the trust account and
provisions authorizing the Class B common stock, with 5,298,896 votes “for”,
172,272 votes “against”, and 61,000 abstaining; and (2) increase the authorized
shares of common stock from 40,000,000 shares to 80,000,000 shares, with
3,878,768 votes “for”, 1,119,100 votes “against”, 448,800 abstaining and 85,500
broker non-votes.




Item 4T. Controls and
Procedures





Our management carried out an
evaluation, with the participation of Mr. Richard Roth, our chief executive
officer and chief financial officer, and Mr. Abhishek Jain, our chairman and
chief operating officer, of the effectiveness of our disclosure controls and
procedures as of April 30, 2009. Based upon that evaluation, Messrs. Roth and
Jain concluded that our disclosure controls and procedures were effective to
ensure that information required to be disclosed by us in reports that we file
or submit under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the SEC.


20





There has not been any change in our
internal control over financial reporting in connection with the evaluation
required by Rule 13a-15(d) under the Exchange Act that occurred during the
period ended April 30, 2009 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.





Inherent Limitations on Effectiveness of
Controls





Internal control over financial
reporting has inherent limitations. Internal control over financial reporting is
a process that involves human diligence and compliance and is subject to lapses
in judgment and breakdowns resulting from human failures.  Internal
control over financial reporting also can be circumvented by collusion or
improper management override. Because of such limitation, there is a risk that
material misstatements will not be prevented or detected on a timely basis by
internal control over financial reporting. However, these inherent limitations
are known features of the financial reporting process. Therefore, it is possible
to design into the process safeguards to reduce, though not eliminate, this
risk.





PART II





OTHER INFORMATION





Item 1A.  Risk
Factors





Our business faces many
risks.  The risks described below may not be the only risks we face.
Additional risks that we do not yet know of or that we currently believe are
immaterial may also impair our business operations. If any of the events or
circumstances described in the following risks actually occur, our business,
financial condition or results of operations could suffer, and the trading price
of our securities could decline. As a result, you should consider all of the
following risks, together with all of the other Risk Factors set forth in our
Annual Report on Form 10-K for the year ended July 31, 2008, as filed with the
SEC on October 31, 2008, and the other information in this Quarterly Report on
Form 10-Q, the Form 10-K and our filings with the SEC before deciding to invest
in our securities.





Future Acquisition
Plans





We intend to pursue a business
combination with one or more operating companies located in Israel or elsewhere,
subject to several important factors, including the availability of financing
and the role and level of involvement of our current board of directors and
management in our post-blank check company operations. We cannot assure you that
we will be able to acquire an operating business. As an alternative, we might
seek to obtain value from its status as a public shell through a sale to or
combination with an operating company seeking such status as a means of “going
public.”


21





Since the termination of our merger
agreement with Negevtech, we have had discussions with several potential merger
candidates.  However, as of the date of this report, we have no
definitive arrangements in place with any acquisition candidates.  In
the event that we enter into a definitive agreement to merge with an operating
company, we believe the business combination would not necessarily require
stockholder approval, even if it constituted a change in control of us, provided
that our common stock is not then listed on a national exchange and the
acquisition is structured so as not to require a stockholder vote under the
Delaware General Corporation Law. Accordingly, you may not be entitled to vote
on any future acquisitions by us.





Need for Additional
Capital





Our board of directors anticipates that
we will need to raise capital to fund ongoing operations, including the
compliance cost of continuing to remain a public reporting company, and to fund
the acquisition of an operating business.   We do not currently
have any specific capital-raising plans. We may seek to issue equity securities,
including preferred securities for which we may determine the rights and
designations, common stock, warrants, equity rights, convertibles notes and any
combination of the foregoing. Any such offering may take the form of a private
placement, public offering, rights offering, other offering or any combination
of the foregoing at fixed or variable market prices or discounts to prevailing
market prices. We cannot assure you that we will be able to raise sufficient
capital on favorable, or any, terms. We believe that the issuance of equity
securities in such a financing will not be subject to stockholder approval if
our common stock is not then listed on a national stock exchange. Accordingly,
you may not be entitled to vote on any future financing by
us.





If we are deemed to be “blank check
company” for the purposes of the federal securities laws, regulatory
restrictions that are more restrictive than those currently set forth in our
certificate of incorporation may apply to any future public offerings by
us.





Quotation on OTC Bulletin
Board





Our outstanding common stock and units
are currently quoted on the OTC Bulletin Board. We cannot assure you that our
common stock or units will continue to be quoted on the OTC Bulletin Board. To
continue trading on the OTC Bulletin Board, we must continue to timely file
public reports and satisfy the OTC Bulletin Board’s minimum stockholder
requirements. We believe that the OTC Bulletin Board unofficially requires at
least 35 to 40 stockholders with at least 100 tradable shares each (known as
“round lot” shareholders) to allow a stock to trade there. Concurrent with the
IPO, we filed a registration statement on Form 8-A with the SEC registering the
common stock and other outstanding securities under Section 12(g) of the
Securities Exchange Act of 1934.  While such registration is in
effect, we are a reporting company under the federal securities
laws.  At this time, we have no intention of seeking to deregister our
common stock under the Exchange Act and plan to continue to file public reports
as long as such registration is in effect.  Nonetheless, we cannot
assure you that our common stock or warrants will remain eligible for quotation
on the OTC Bulletin Board.


22





FIIG owns a majority of our outstanding
common stock, which limits the ability of other stockholders to influence
corporate matters.





FIIG currently owns a majority of our
outstanding common stock and, as a result, has control over us, the election of
our board of directors and our management and policies.  FIIG also has
control over all matters requiring stockholder approval, including the amendment
of certain provisions of our certificate of incorporation and bylaws, the
approval of any equity-based employee compensation plans and the approval of
fundamental corporate transactions, including mergers. In light of this control,
other companies could be discouraged from initiating a potential merger,
takeover or any other transaction resulting in a change of control. Such a
transaction potentially could be beneficial to our business or to our
stockholders. This may in turn reduce the price that investors are willing to
pay in the future for shares of our common stock.





Item
6.   Exhibits





Exhibit No.





Description3.1
              Second Amended and Restated
      Certificate of Incorporation (1)3.2
              By-Laws
  (2)20.1
              Current Report on Form 8-K, filed
      with the Securities and Exchange Commission on March 19,
      2009.31.1
              Section 302 Chairman Certification
      (Abhishek Jain)31.2
              Section 302 CFO Certification
      (Richard Roth)32.1
              Section 906 Chairman Certification
      (Abhishek Jain)32.2
              Section 906 CFO Certification
      (Richard Roth)





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





(2) Previously filed as an Exhibit to the
Registrant’s Form S-1 Registration statement and incorporated herein by
reference.


23




SIGNATURES




Pursuant
to the requirements 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:
      June 15, 2009
              ISRAEL
      GROWTH PARTNERS ACQUISITION CORP.By:
              /s/ Abhishek JainChairman
      & Chief  Operating OfficerBy:
              /s/ Richard J. RothChief
      Financial Officer


24