UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.
20549




Form 10-Q




(Mark One)




þ
              QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 For
the Quarterly Period Ended January 31, 2010
 o
              TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 For
the Transition Period
from          to




Commission
File Number 000-51980




ISRAEL
GROWTH PARTNERS ACQUISITION CORP.


(Exact
Name of Registrant as Specified in Its Charter)




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




1600
Tysons Blvd., Suite 1150


McLean,
VA 22102


703-286-1390


(Address
including zip code, and telephone number,


including
area code, of principal executive offices)




Not
applicable


(Former
name, former address and former fiscal year, if changed since last
report)




Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
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 þ     No o




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).




Yes o     No o




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




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


(Do not
check if a smaller reporting company)




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




Yes þ     No o




As of
November March 17, 2010, 1,065,100 shares of common stock, par value $0.0001 per
share, of the registrant were outstanding.





TABLE
OF CONTENTS




PagePART I -
      FINANCIAL INFORMATION
                                                
                                                2Item
      1.
                                                Financial
      Statements
                                                
                                                2Condensed
      Balance Sheets as of January 31, 2010  (unaudited) and July 31,
      2009 (audited)
                                                
                                                2Condensed Statements of
      Operations, for the three months endedJanuary 31, 2010 and 2009, for
      the six months ended January 31, 2010 and 2009, for the period from August
      1, 2005 (inception) to January 31, 2009,and for the period from August 1,
      2005 (inception) to January 31, 2010 (unaudited)
                                                
                                                3Condensed  Statement
      of Stockholders' Equity for the period from inception (August 1, 2005) to
      July 31, 2009 (audited) and the six months ended January 31,
      2010  (unaudited)
                                                
                                                4Condensed
      Statement of Cash Flows, for the six months ended January 31, 2010 and
      2009 , for the period from August 1, 2005 (inception) to January 31, 2010
       (unaudited)
                                                
                                                5Notes
      to Unaudited Condensed Financial Statements
                                                
                                                6Item
      2.
                                                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                                
                                                14Item
      4T.
                                                Controls
      and Procedures
                                                
                                                15PART II -
      OTHER INFORMATION
                                                
                                                16Item
      1.
                                                Legal
      Proceedings
                                                
                                                16Item
      1A.
                                                Risk
      Factors
                                                
                                                16Item
      6.
                                                Exhibits
                                                
                                                16SIGNATURES
                                                
                                                17





PART
I




Item
1.  Financial
Statements




Israel
Growth Partners Acquisition Corp.


Condensed
Balance Sheets




As of
                            
                            
                            As ofJanuary 31, 2010
                            
                            
                            July 31, 2009(Unaudited)
                            
                            
                            (Audited)ASSETSCurrent
      Assets:Cash
      and cash equivalents
                            
                            $
                            6,946
                            
                            
                            $
                            22,689Total
      assets
                            
                            $
                            6,946
                            
                            
                            $
                            22,689LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      Liabilities:Accrued
      expenses
                            
                            $
                            54,948
                            
                            
                            $
                            60,117Total
      current liabilities
                            
                            
                            54,948
                            
                            
                            
                            60,117Commitments
      (Note 4)Stockholders'
      (Deficit) (Notes 2, 4 and 5)Preferred
      stock, par value $.0001 per share, 5,000 shares authorized, 0 shares
      issued and outstanding
                            
                            
                            -
                            
                            
                            
                            -Common
      stock, par value $.0001 per share, 80,000,000 shares authorized, 1,065,100
      shares issued and outstanding
                            
                            
                            107
                            
                            
                            
                            107Common
      stock, Class B, par value $.0001 per share, 12,000,000 shares authorized,
      0 shares issued and outstanding
                            
                            
                            -
                            
                            
                            
                            -Additional
      paid-in-capital
                            
                            
                            1,470,540
                            
                            
                            
                            1,460,540Retained
      earnings (deficit) accumulated in the development stage
                            
                            
                            (1,518,649
                            )
                            
                            
                            (1,498,075
                            )Total
      stockholders' equity (deficit)
                            
                            
                            (48,002
                            )
                            
                            
                            (37,428
                            )Total
      liabilities and stockholders' equity
                            
                            $
                            6,946
                            
                            
                            $
                            22,689





See Notes
to Unaudited Condensed Financial Statements


2


Israel
Growth Partners Acquisition Corp.


Condensed
Statement of Operations




For the three months ended
                                
                                
                                For the six months ended
                                
                                
                                Period from inceptionUnaudited
                                
                                
                                Unaudited
                                
                                
                                (August
      1, 2005) toJanuary 31, 2010
                                
                                
                                January 31, 2009
                                
                                
                                January 31, 2010
                                
                                
                                January 31, 2009
                                
                                
                                January 31, 2010Revenue
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                
                                
                                
                                
                                
                                
                                $
                                -Operating
      expenses:Professional
      fees
                                
                                
                                9,698
                                
                                
                                
                                72,298
                                
                                
                                
                                18,078
                                
                                
                                
                                173,168
                                
                                
                                
                                843,144Delaware
      franchise tax
                                
                                
                                -
                                
                                
                                
                                (12,080
                                )
                                
                                
                                -
                                
                                
                                
                                4,052
                                
                                
                                
                                229,520Other
      general and administrative expenses (Note 4)
                                
                                
                                1,590
                                
                                
                                
                                20,448
                                
                                
                                
                                2,496
                                
                                
                                
                                55,820
                                
                                
                                
                                537,821Loss
      from operations
                                
                                
                                (11,288
                                )
                                
                                
                                (80,666
                                )
                                
                                
                                (20,574
                                )
                                
                                
                                (233,040
                                )
                                
                                
                                (1,610,485
                                )Interest
      Income
                                
                                
                                -
                                
                                
                                
                                37,907
                                
                                
                                
                                -
                                
                                
                                
                                299,885
                                
                                
                                
                                3,715,745Income
      (loss) before provision for income taxes
                                
                                
                                (11,288
                                )
                                
                                
                                (42,759
                                )
                                
                                
                                (20,574
                                )
                                
                                
                                66,845
                                
                                
                                
                                2,105,260Provision
      for income taxes
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                -Net
      income (loss) for the period
                                
                                $
                                (11,288
                                )
                                
                                $
                                (42,759
                                )
                                
                                $
                                (20,574
                                )
                                
                                $
                                66,845
                                
                                
                                $
                                2,105,260Accretion
      of Trust Fund relating to Class B common stock subject to
      conversion
                                
                                
                                -
                                
                                
                                
                                (7,535
                                )
                                
                                
                                -
                                
                                
                                
                                (59,624
                                )
                                
                                
                                (734,003
                                )Net
      income (loss) attributable to other Class B stockholders and common
      stockholders
                                
                                $
                                (11,288
                                )
                                
                                $
                                (50,294
                                )
                                
                                $
                                (20,574
                                )
                                
                                $
                                7,221
                                
                                
                                $
                                1,371,257Weighted
      average Class B common shares outstanding subject
      to conversion (no Class B common shares outstanding on October 31,
      2009)
                                
                                
                                -
                                
                                
                                
                                2,046,176
                                
                                
                                
                                -
                                
                                
                                
                                2,046,176Net
      income per Class B common share subject to conversion,basic and
      diluted
                                
                                $
                                -
                                
                                
                                $
                                (0.02
                                )
                                
                                $
                                -
                                
                                
                                $
                                0.00Weighted
      average number of shares outstanding,basic and
      diluted
                                
                                
                                1,065,100
                                
                                
                                
                                9,254,924
                                
                                
                                
                                1,065,100
                                
                                
                                
                                9,254,924Net
      income (loss)per share,basic and
      diluted
                                
                                $
                                (0.01
                                )
                                
                                $
                                (0.01
                                )
                                
                                $
                                (0.02
                                )
                                
                                $
                                0.00




See Notes
to Unaudited Condensed Financial Statements


3


Israel
Growth Partners Acquisition Corp.


Condensed
Statement of Stockholders' Equity for the period


from
inception (August 1, 2005) to January 31, 2010





DeficitAdditional
                              
                              
                              accumulated inCommon
      Stock
                              
                              
                              Common
      Stock, Class B
                              
                              
                              Paid
      -In
                              
                              
                              the developmentShares
                              
                              
                              Amount
                              
                              
                              Shares
                              
                              
                              Amount
                              
                              
                              Capital
                              
                              
                              stage
                              
                              
                              TotalBalance,August 1, 2005
      (inception)
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              -Issuance
      of Common Stock to initial stockholder
                              
                              
                              100
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              500
                              
                              
                              
                              -
                              
                              
                              
                              500Issuance
      of 4,950,000 Warrants at $0.05 Per Warrant
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              247,500
                              
                              
                              
                              -
                              
                              
                              
                              247,500Sale
      of 532,500 Series A Units, 5,118,000 Series B Units through public
      offering net of underwriters' discount and offering expenses and net of
      proceeds of 10,333,190 allocable to 2,046,176 shares of common stock,
      Class B subject to possible conversion
                              
                              
                              1,065,000
                              
                              
                              
                              107
                              
                              
                              
                              8,189,824
                              
                              
                              
                              819
                              
                              
                              
                              42,567,464
                              
                              
                              
                              -
                              
                              
                              
                              42,568,390Proceeds
      from sale of underwriters' purchase option
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              100
                              
                              
                              
                              
                              
                              
                              
                              100Accretion
      relating to Class B common stock subject to possible
      conversion
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (5,853
                              )
                              
                              
                              
                              
                              
                              
                              (5,853
                              )Net
      loss for the period
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              (84,852
                              )
                              
                              
                              (84,852
                              )Balance,
      July 31,
      2006
                              
                              
                              1,065,100
                              
                              
                              
                              107
                              
                              
                              
                              8,189,824
                              
                              
                              
                              819
                              
                              
                              
                              42,809,711
                              
                              
                              
                              (84,852
                              )
                              
                              
                              42,725,785Accretion
      relating to Class B common stock subject to possible
      conversion
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (369,496
                              )
                              
                              
                              
                              
                              
                              
                              (369,496
                              )Net
      income for the period
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              1,479,275
                              
                              
                              
                              1,479,275Balance,
      July 31, 2007
                              
                              
                              1,065,100
                              
                              
                              $
                              107
                              
                              
                              
                              8,189,824
                              
                              
                              $
                              819
                              
                              
                              $
                              42,440,215
                              
                              
                              $
                              1,394,423
                              
                              
                              $
                              43,835,564Accretion
      relating to Class B common stock subject to possible
      conversion
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (294,049
                              )
                              
                              
                              
                              
                              
                              
                              (294,049
                              )Net
      income for the period
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              798,309
                              
                              
                              
                              798,309Net
      income from inception to July 31, 2008 before reclassification of interest
      earned on trust account
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              2,192,732
                              
                              
                              
                              -Reclassification
      of interest earned on trust account since inception to additional paid-in
      capital
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              3,319,382
                              
                              
                              
                              (3,319,382
                              )
                              
                              
                              -Reclassification
      of Class B common stock value subject to redemption to current
      liability
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (44,014,447
                              )
                              
                              
                              -
                              
                              
                              
                              (44,014,447
                              )Proceeds
      from sale by beneficial owner of Class B stock
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              7,343
                              
                              
                              
                              
                              
                              
                              
                              7,343Balance,
      July 31, 2008
                              
                              
                              1,065,100
                              
                              
                              $
                              107
                              
                              
                              
                              8,189,824
                              
                              
                              $
                              819
                              
                              
                              $
                              1,458,444
                              
                              
                              $
                              (1,126,650
                              )
                              
                              $
                              332,720Accretion
      relating to Class B common stock subject to possible
      conversion
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (64,605
                              )
                              
                              
                              
                              
                              
                              
                              (64,605
                              )Shareholder
      contribution
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              10,000Reclassification
      of interest earned on trust account to additional paid-in
      capital
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              304,527
                              
                              
                              
                              (304,527
                              )
                              
                              
                              -Reclassification
      of Class B common stock value subject to redemption to current
      liability
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (238,645
                              )
                              
                              
                              
                              
                              
                              
                              (238,645
                              )





See Notes
to Unaudited Condensed Financial Statements


4


Israel
Growth Partners Acquisition Corp.


Condensed
Statement of Cash Flows




For the six months ended
                  
                  
                  Period from inceptionUnaudited
                  
                  
                  (August
      1, 2005) toJanuary 31, 2010
                  
                  
                  January 31, 2009
                  
                  
                  January 31, 2010CASH FLOWS FROM
      OPERATING ACTIVITIESNet
      income (loss) for the period
                  
                  $
                  (20,574
                  )
                  
                  $
                  66,845
                  
                  
                  $
                  2,105,260Adjustments
      to reconcile net income to net cash used in operating
      activities:Gain
      on maturity of Securities held in Trust Fund
                  
                  
                  -
                  
                  
                  
                  (365,896
                  )
                  
                  
                  (3,622,633
                  )Changes
      in operating assets and liabilities:Decrease
      (increase) in interest receivable in trust
                  
                  
                  -
                  
                  
                  
                  67,627
                  
                  
                  
                  -Decrease
      (Increase) in prepaid expenses
                  
                  
                  -
                  
                  
                  
                  19,933
                  
                  
                  
                  -(Decrease)
      Increase in accrued expenses
                  
                  
                  (5,169
                  )
                  
                  
                  (84,361
                  )
                  
                  
                  54,948Net
      cash used in operating activities
                  
                  
                  (25,743
                  )
                  
                  
                  (295,852
                  )
                  
                  
                  (1,462,425
                  )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of Securities held in trust
                  
                  
                  0
                  
                  
                  
                  (331,216,341
                  )
                  
                  
                  (1,665,222,246
                  )Maturity
      of Securities held in trust
                  
                  
                  -
                  
                  
                  
                  331,216,341
                  
                  
                  
                  1,613,530,446Net
      cash used in investing activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (51,691,800
                  )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of common stock to initial stockholder
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  500Proceeds
      from issuance of warrants
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  247,500Proceeds
      from contributions from shareholders
                  
                  
                  10,000
                  
                  
                  
                  -
                  
                  
                  
                  10,000Proceeds
      from sale of underwriters' purchase option
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100Portion
      of net proceeds from sale of Series B units through public offering
      allocable to shares of common stock, Class B subject to possible
      conversion
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  10,327,338Proceeds
      from sale by beneficial owner of Class B stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  7,343Net
      proceeds from sale of Series A and B units through public offering
      allocable to stockholders' equity
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  42,568,390Net
      cash (used in) provided by financing activities
                  
                  
                  10,000
                  
                  
                  
                  -
                  
                  
                  
                  53,161,171Net
      increase (decrease) in cash and cash equivalents
                  
                  
                  (15,743
                  )
                  
                  
                  (295,852
                  )
                  
                  
                  6,946Cash
      and cash equivalentsBeginning
      of period
                  
                  
                  22,689
                  
                  
                  
                  438,699
                  
                  
                  
                  -End
      of period
                  
                  $
                  6,946
                  
                  
                  $
                  142,847
                  
                  
                  $
                  6,946Supplemental
      disclosure of non-cash financing activities:Fair
      value of underwriter purchase option included in offering
      costs
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  641,202Accretion
      of Trust Fund relating to Class B common stock subject to possible
      coversion
                  
                  $
                  -
                  
                  
                  $
                  (59,624
                  )
                  
                  $
                  (735,003
                  )Reclassification
      of Class B common stock to liability
                  
                  $
                  -
                  
                  
                  $
                  238,645
                  
                  
                  $
                  -Reclassification
      of Class B, subject to possible conversion to liability
                  
                  $
                  -
                  
                  
                  $
                  52,089
                  
                  
                  $
                  -





See Notes
to Unaudited Condensed Financial Statements


5


NOTES
TO FINANCIAL STATEMENTS




NOTE
1 – ORGANIZATION AND BUSINESS OPERATIONS




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




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




Organization




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




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




Operations




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




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




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




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.


6


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




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




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




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




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




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




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




On
December 16, 2009 a shareholder of the company contributed additional capital to
the company of $10,000 in order to continue to fund its
operations.


7


Going
concern consideration




At
January 31, 2010, the Company had $6,946 in cash, current liabilities of $64,948
and working capital deficit of $58,002. Further, the Company has incurred and
expects to continue to incur costs in pursuit of its acquisition plans. These
factors, among others, indicate that the Company may be unable to continue
operations as a going concern unless further financing is consummated. There is
no assurance that the Company’s plans to raise capital or to consummate a
transaction will be successful.




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 July 31, 2009 included in
the Company’s Form 10-K filed on December 2, 2009. 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 six
months ended January  31, 2010 are not necessarily indicative of the
results to be expected for any other interim period of any future
year.




NOTE
2 – OFFERING




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




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




The
Company has also sold to certain of the underwriters for an aggregate of $100,
an option (the “Underwriter’s Purchase Option” or “UPO”) to purchase up to a
total of 25,000 additional Series A Units and/or 230,000 additional Series B
Units (see Note 6).




NOTE 3 – SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES




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




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




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


8


INCOME TAXES – Deferred income
tax assets and liabilities are computed for differences between the financial
statement and tax bases of assets and liabilities that will result in future
taxable or deductible amounts and are based in enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred income tax assets to the amount expected to be realized. Franchise
taxes incurred in the State of Delaware are included in general and
administrative expenses.




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




Basic
earnings (loss) per share is computed by dividing income (loss) available to
common stockholders by the weighted average common shares outstanding for the
period. Basic net income per share is calculated by dividing net income
attributable to (1) common and Class B stockholders and (2) Class B common
stockholders subject to possible conversion by their weighted average number of
common shares outstanding during the period. Diluted earnings per share reflects
the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock or resulted in
the issuance of common stock that then shared in the earnings of the entity.
Since the effect of outstanding warrants to purchase common stock and the UPO
are antidilutive, as their exercise prices are greater than the average market
price of common stock during the period, they have been excluded from the
Company’s computation of net income per share. Therefore, basic and diluted
income per share were the same for the period from inception (August 1, 2005)
through January 31, 2010.




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




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




NEW
ACCOUNTING PRONOUNCEMENTS




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


9


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




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




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




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




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


10


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




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




NOTE 4 –
COMMITMENTS




Administrative
Services




Commencing
on July 11, 2006, the effective date of the Offering, the Company was obligated
to pay an affiliate of the Company’s chief financial officer, $7,500 per month
for office, secretarial and administrative services. An amount of $0 and $17,903
for the three months ended January 31, 2010 and ,2009, respectively, is included
in general and administrative expenses on the accompanying condensed statements
of operations and $202,984 for period from Inception (August 1, 2005) to October
31, 2009. The administrative service agreement was terminated on October 18,
2008.




Financial Advisory
Services




HCFP was
been engaged by the Company to act as the Company’s non-exclusive investment
banker in connection with a proposed Business Combination. For assisting the
Company in structuring and negotiating the terms of a Business Combination, the
Company would have paid HCFP a cash transaction fee of $1,500,000 upon
consummation of a Business Combination. The financial advisory service agreement
has been terminated.




Solicitation
Services




The
Company had engaged HCFP, on a non-exclusive basis, to act as its agent for the
solicitation of the exercise of the Company’s Class W Warrants and Class Z
Warrants. In consideration for solicitation services, the Company would have
paid HCFP a commission equal to 5% of the exercise price for each Class W
Warrant and Class Z Warrant exercised after July 10, 2007 if the exercise is
solicited by HCFP. No solicitation services were provided during the three
months ended October 31, 2009 and the agreement has been
terminated.




NOTE 5 – CAPITAL
STOCK




Preferred Stock




The
Company is authorized to issue up to 5,000 shares of Preferred Stock with such
designations, voting, and other rights and preferences as may be determined from
time to time by the Board of Directors. No preferred shares were issued and
outstanding at January 31, 2010 or 2009.




Common Stock and Class B Common
Stock




The
Company is authorized to issue 80,000,000 shares of common stock. As of January
31, 2010, there are 1,065,100 shares of the Company’s common stock issued and
outstanding. As of January 31, 2010, 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.


11


NOTE 6 – WARRANTS AND OPTION TO
PURCHASE COMMON STOCK




Warrants




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




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




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




Prior to
entering into to the registration rights agreement and the letter agreement on
January 31, 2006, the Company accounted for the Class W and Class Z Warrants
issued to the initial security holders as liabilities in accordance with the
guidance of EITF 00-19, Accounting for Derivative Financial Instruments Indexed
to, and Potentially Settled in, a Company’s Own Stock. Accordingly, the Company
recorded the fair value of the warrants of $247,500 as a non-current liability
on its balance sheet from the date of issuance through January 31, 2006. As a
result of entering into the registration rights agreement, the warrants no
longer are accounted for as liabilities and are classified in stockholder’s
equity. For the period from inception (August 1, 2005) to January 31, 2010, no
income (loss) was recorded related to recording the derivative to market value
as there was no change in the fair value of such securities. The Company
determined the fair value of the Class W and Class Z Warrants issued in August
2005 based on the aggregate purchase price paid to the Company of $247,500, or
$0.05 per Warrant.




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




Each
Class W Warrant issued in the Offering and to the initial security holders is
exercisable with cash for one share of common stock. Except as set forth below,
the Class W Warrants entitle the holder to purchase shares at $5.00 per share,
subject to adjustment in the event of stock dividends and splits,
reclassifications, combinations and similar events for a period commencing on
the later of: (a) completion of the Business Combination and (b) July 10, 2007
and ending July 10, 2011. As of January 31, 2010 there were 12,711,000 Class W
Warrants outstanding.




Each
Class Z Warrant issued in the Offering and to the initial security holders is
exercisable with cash for one share of common stock. Except as set forth below,
the Class Z warrants entitle the holder to purchase shares at $5.00 per share,
subject to adjustment in the event of stock dividends and splits,
reclassifications, combinations and similar events for a period commencing on
the later of: (a) completion of the Business Combination and (b) July 10, 2007
and ending July 10, 2013. As of January 31, 2010 there were 7,800,000 Class Z
Warrants outstanding.




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




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.


12


The
holders of Class W Warrants and Class Z Warrants do not have the rights or
privileges of holders of the Company’s common stock or any voting rights until
such holders exercise their respective warrants and receive shares of the
Company’s common stock. As the proceeds from the exercise of the Class W
Warrants and Class Z




Warrants
will not be received until after the completion of a Business Combination, the
expected proceeds from exercise will not have any effect on the Company’s
financial condition or results of operations prior to a Business
Combination.




Underwriter Purchase
Option




In
connection with the Offering, the Company has issued to certain of the
underwriters the UPO for $100 to purchase up to 25,000 Series A Units at an
exercise price of $14.025 per unit and/or up to 230,000 Series B Units at an
exercise price of $16.665 per unit. The Series A Units and Series B Units
underlying the UPO will be exercisable in whole or in part, solely at HCFP’s
discretion, commencing on the later of (a) completion of a Business Combination
and (b) July 10, 2007 and ending July 10, 2011. The fair value of the UPO,
inclusive of the receipt of the $100 cash payment, has been accounted as an
expense of the Offering resulting in a charge directly to stockholders’ equity
with a corresponding credit to additional paid-in-capital. The Company computed
the fair value of the 25,000 Series A Units and 230,000 Series B Units
underlying the UPO was approximately $641,000 using a Black-Scholes
option-pricing model.




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




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


13


Item 2. 
Management’s Discussion and
Analysis of Financial Condition and Results of Operations




The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes that appear elsewhere in this report and in our
annual report on Form 10-K for the year ended July 31,
2009.




This
report includes forward-looking statements that are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by the use of words such as
“anticipate,” “believe,” “estimate,” “may,” “intend,” “expect,” “will,”
“should,” “seeks” or other similar expressions. Forward-looking statements
reflect our plans, expectations and beliefs, and involve inherent risks and
uncertainties, many of which are beyond our control. You should not place undue
reliance on any forward-looking statement, which speaks only as of the date
made. Our actual results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to these
differences include those discussed below and elsewhere in this report,
particularly in “Risk Factors” in Item 1A of Part II.




General




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




At a
special meeting of our stockholders held on February 16, 2009, our stockholders
approved a proposal to distribute our trust fund for the benefit of our Class B
common stockholders, without the requirement that we dissolve and
liquidate.  As a result of the stockholder vote, we filed an amendment to
our certificate of incorporation 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 tradable,
and the trust fund was distributed to the holders of Class B common
stock.




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




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




Results
of Operations




Net loss
for the three months endedJanuary 31, 2010
decreased to $11,288 compared to a net loss for the prior comparable period of
$42,759.  Net loss for the three months ended January 31, 2010 consisted of
professional fees of $9,698 and other operating expenses of $1,590.  Net
loss for the three months ended January 31, 2009 consisted of interest income on
the Trust Fund investment of $37,694 and interest on cash and cash equivalents
of $213, offset by professional fees of $72,298, Delaware franchise taxes of
$12,080 and other operating expenses of $20,448, which includes insurance and
travel expenses


14


We had
net loss for the six months endedJanuary 31, 2010 of
$20,594 compared to net income for the prior comparable period of $66,845. 
Net loss for the six months endedJanuary 31, 2010
consisted of professional fees of $18,078 and other operating expenses of
$2,496.  Net income for the six months ended January 31, 2009 consisted of
interest income on the Trust Fund investment of $298,269 and interest on cash
and cash equivalents of $1,616, offset by professional fees of $173,168,
Delaware franchise taxes of $4,052 and other operating expenses of $55,820,
which includes a monthly administrative services agreement with an affiliate and
insurance and travel expenses




Net
income for the period from inception (August 1, 2005) to January 31, 2010 of
$1,371,257 consisted of interest income on the Trust Fund investment of
$3,623,908 and interest on cash and cash equivalents of $91,837, offset by
professional fees of $843,144, Delaware franchise taxes of
$229,520  and other operating expenses of $537,821, which includes a
monthly administrative services agreement with an affiliate, and insurance and
travel expenses.




Liquidity
and Capital Resources




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




As
indicated in the accompanying financial statements, at January 31, 2010, we had
$6,946 in cash, current liabilities of $54,948 and working capital deficit of
$48,002. 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 financings are consummated. Costs for ongoing
operations are anticipated to include the compliance cost of continuing to
remain a public reporting company, and to fund the acquisition of an operating
business. There is no assurance that the Company’s plans to raise capital or to
consummate a transaction will be successful.




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




Item
4T. Controls and
Procedures




Evaluation
of Disclosure Controls and Procedures




We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to
the Securities Exchange Act of 1934, as amended, or Exchange Act, is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s, or SEC, rules, regulations and
related forms, and that such information is accumulated and communicated to our
sole officer to allow timely decisions regarding required
disclosure.




As of
January 31, 2010, we carried out an evaluation, under the supervision and with
the participation of our sole officer of the effectiveness of the design and
operation of our disclosure controls and procedures.  Based on this
evaluation, our principal executive officer and our principal financial officer
concluded that our disclosure controls and procedures were effective as of the
end of the period covered by this report.




Changes
in Internal Controls




There
have been no changes in our internal controls over financial reporting during
the quarter ended January 31, 2010 that have materially affected or are
reasonably likely to materially affect our internal controls.


15


PART II




Item
1.  Legal
Proceedings




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




Item
1A.  Risk
Factors




Item 1A.
Risk Factors” of our annual report on Form 10-K for the year ended
July 31, 2009 includes a discussion of our risk factors.  Except for the
following, there have been no material changes to risk factors as previously
disclosed in our annual report on Form 10-K filed with the Securities and
Exchange Commission on December 2, 2009:




Quotation
on Over-the-Counter bulletin board




Our
outstanding common stock and units are currently quoted on
the Over-the-Counter bulletin board. We cannot assure you that our common
stock or units will continue to be quoted on the Over-the-Counter bulletin
board. To continue trading on the Over-the-Counter bulletin board, we must
continue to timely file public reports and satisfy the Over-the-Counter
bulletin board’s minimum stockholder requirements. We believe that
the Over-the-Counter 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 our
initial public offering, we filed a registration statement on Form 8-A with the
SEC registering the common stock and other outstanding securities under Exchange
Act.  While such registration is in effect, we are a reporting company
under the federal securities laws.  At this time, we have no intention of
seeking to deregister our common stock under the Exchange Act and plan to
continue to file public reports as long as such registration is in effect. 
Nonetheless, we cannot assure you that our common stock or warrants will remain
eligible for quotation on the Over-the-Counter bulletin board.




FI
Investment Group., LLC 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.  FI Investment Group.,
LLC 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




ExhibitNumber
                  
                  Exhibit3.1(1)
                  
                  Third
      Amended and Restated Certificate of Incorporation.3.2(2)
                  
                  Bylaws.31.1*
                  
                  Certification
      of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated
      under the Securities Exchange Act of 1934.31.2*
                  
                  Certification
      of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated
      under the Securities Exchange Act of 1934.32.1*
                  
                  Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.32.2*
                  
                  Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.




*
            Filed
      herewith.


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


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


16


SIGNATURES




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




ISRAEL
      GROWTH PARTNERS ACQUISITION CORP.By:
                  /s/ J.
      Patrick McMahonJ.
      Patrick McMahonDirector, Chief Executive Officer, President, Chief Financial
                    Officer,
      Secretary and TreasurerDate: 
      March 17,
2010


17


INDEX
TO EXHIBITS




ExhibitNumber
                    
                    Exhibit3.1(1)
                    
                    Third
      Amended and Restated Certificate of Incorporation.3.2(2)
                    
                    Bylaws.31.1*
                    
                    Certification
      of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated
      under the Securities Exchange Act of 1934.31.2*
                    
                    Certification
      of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated
      under the Securities Exchange Act of 1934.32.1*
                    
                    Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.32.2*
                    
                    Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.




*
            Filed
      herewith.


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


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