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

# FORM 10-Q

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

For The Quarterly
Period Ended 
January 31, 2008

Commission file number:
000-51980

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

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

Yahalom Tower
3a Jabotinsky St., Ramat Gan 52520
Israel
(Address of Principal Executive Offices and Zip Code)
972-9-9602049
(Registrant's Telephone Number, Including Area Code)

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

Yes x No o



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

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

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

Yes x No o

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

|Class                                             |  | Outstanding at January 31, 2008
|------------------------------------------------- |  | -------------------------------
|
|Common Stock, par value $0.0001 per share         |  |                                
|Class B Common Stock, par value $0.0001 per share |  |                                

2

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# PART I 
FINANCIAL INFORMATION

# Item 1. Financial
Statements

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

# INDEX

|                                                                          |           
|------------------------------------------------------------------------- | ----------
|Condensed Financial Statements:                                           |           
|                                                                         
|Condensed Balance Sheets as of January 31, 2008 (unaudited)              
|and July 31, 2007 (audited)                                               | F-2       
|                                                                         
|Condensed Statements of Operations, for the three months ended           
|January 31, 2008 and 2007, for the six months ended                      
|January 31, 2008 and 2007, for the period from inception (August 1, 2005)
|to January 31, 2007, and for the period from inception                   
|(August 1, 2005) to January 31, 2008 (Unaudited)                          | F-3       
|                                                                         
|Condensed Statement of Stockholders' Equity for the                      
|period from inception (August 1, 2005) to July 31, 2007                  
|and the six months ended January 31, 2008 (unaudited)                     | F-4       
|                                                                         
|Condensed Statements of Cash Flows, the six months ended                 
|January 31, 2008 and 2007 for the period from inception                  
|(August 1, 2005) to January 31, 2007, and for the period from inception  
|(August 1, 2005) to January 31, 2008 (Unaudited)                          | F-5       
|                                                                         
|Notes to Unaudited Condensed Financial Statements                         | F-6 - F-14
|                                                                          |           



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

|                                                                 | As of
January 31, 2008
(Unaudited) | As of
July 31, 2007
(Audited)
|---------------------------------------------------------------- | ---------------------------------- | -----------------------------
|
|
|
|
|ASSETS                                                           |                                    |                              
|                                                                 |                                    |                              
|Current Assets:                                                  |                                    |                              
|Cash and cash equivalents                                        |                                    |                              
|Investments held in Trust                                        |                                    |                              
|including interest receivable of $129,973, and $151,773 (Note 1) |                                    |                              
|Interest receivable                                              |                                    |                              
|Prepaid expenses                                                 |                                    |                              
|                                                                 |                                    |                              
|Total assets                                                     |                                    |                              
|                                                                 |                                    |                              
|                                                                 |                                    |                              
|LIABILITIES AND STOCKHOLDERS' EQUITY                             |                                    |                              
|                                                                 |                                    |                              
|Current Liabilities:                                             |                                    |                              
|Accrued expenses                                                 |                                    |                              
|                                                                 |                                    |                              
|Total current liabilities                                        |                                    |                              
|                                                                 |                                    |                              
|                                                                 |                                    |                              
|Common stock, Class B subject to possible conversion,            |                                    |                              
|( 2,046,176 shares at conversion value) (Note 1)                 |                                    |                              
|                                                                 |                                    |                              
|                                                                 |                                    |                              
|Commitments (Note 4)                                             |                                    |                              
|                                                                 |                                    |                              
|Stockholders' Equity (Notes 2, 5 and 6)                          |                                    |                              
|40,000,000 shares authorized, 1,065,100 shares                   |                                    |                              
|issued and outstanding                                           |                                    |                              
|Common stock, Class B, par value $.0001 per share,               |                                    |                              
|12,000,000 shares authorized, 8,189,824 shares issued            |                                    |                              
|and outstanding (excluding 2,046,176 shares subject to           |                                    |                              
|possible conversion)                                             |                                    |                              
|Additional paid-in-capital                                       |                                    |                              
|Retained earnings accumulated in the development stage           |                                    |                              
|                                                                 |                                    |                              
|                                                                 |                                    |                              
|Total stockholders' equity                                       |                                    |                              
|                                                                 |                                    |                              
|                                                                 |                                    |                              
|Total liabilities and stockholders' equity                       |                                    |                              
|                                                                 |                                    |                              

See Notes to Unaudited
Condensed Financial Statements

F - 2

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---

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

|                                                                    | For the three months ended | For the six months ended | Period from inception (August 1, 2005) to | Period from inception (August 1, 2005) to |   |  
|------------------------------------------------------------------- | -------------------------- | ------------------------ | ----------------------------------------- | ----------------------------------------- | - | -
|
|
|
|
|Revenue                                                             |                            |                          | $                                         | -                                         |   | $
|                                                                    |                            |                         
|Operating expenses:                                                 |                            |                         
|Professional fees                                                   |                            |                          |                                           | 141,061                                   |   |  
|Delaware franchise tax                                              |                            |                          |                                           | 16,068                                    |   |  
|Other general and administrative expenses (Note 4)                  |                            |                          |                                           | 43,956                                    |   |  
|                                                                    |                            |                          |                                           |                                           |   |  
|Loss from operations                                                |                            |                          |                                           | (201,085                                  | ) |  
|                                                                    |                            |                         
|Interest Income                                                     |                            |                          |                                           | 441,171                                   |   |  
|                                                                    |                            |                          |                                           |                                           |   |  
|Income before provision for income taxes                            |                            |                          |                                           | 240,086                                   |   |  
|                                                                    |                            |                         
|Provision for income taxes                                          |                            |                          |                                           | -                                         |   |  
|                                                                    |                            |                          |                                           |                                           |   |  
|Net income for the period                                           |                            |                          | $                                         | 240,086                                   |   | $
|                                                                    |                            |                          |                                           |                                           |   |  
|                                                                    |                            |                         
|Accretion of Trust Fund relating to Class B                         |                            |                         
|common stock subject to possible conversion                         |                            |                          |                                           | (86,471                                   | ) |  
|                                                                    |                            |                          |                                           |                                           |   |  
|                                                                    |                            |                         
|Net income attributable to other Class B stockholders               |                            |                         
|and common stockholders                                             |                            |                          | $                                         | 153,615                                   |   | $
|                                                                    |                            |                          |                                           |                                           |   |  
|                                                                    |                            |                         
|Weighted average Class B common shares outstanding                  |                            |                         
|subject to possible conversion                                      |                            |                          |                                           | 2,046,176                                 |   |  
|                                                                    |                            |                          |                                           |                                           |   |  
|                                                                    |                            |                         
|Net income per Class B common share subject to                      |                            |                         
|possible conversion, basic and diluted                              |                            |                          | $                                         | 0.04                                      |   | $
|                                                                    |                            |                          |                                           |                                           |   |  
|                                                                    |                            |                         
|Weighted average number of shares outstanding,    basic and diluted |                            |                          |                                           | 9,254,924                                 |   |  
|                                                                    |                            |                          |                                           |                                           |   |  
|                                                                    |                            |                         
|Net income per share, basic and diluted                             |                            |                          | $                                         | 0.02                                      |   | $
|                                                                    |                            |                          |                                           |                                           |   |  

See Notes to Unaudited Condensed
Financial Statements

F - 3

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Israel Growth Partners Acquisition Corp.
(a corporation in the development stage)
Condensed Statement of Stockholders' Equity for the period
from inception (August 1, 2005) to July 31, 2007 and for the six months ended January 31, 2008

|                                               | Common Stock | Common Stock, Class B | Additional
Paid -In
Capital | Deficit
accumulated in
the development
stage | Total
|---------------------------------------------- | ------------ | --------------------- | --------------------------- | -------------------------------------------- | -----
|
|
|
|
|Balance, August 1, 2005 (inception)            |              |                       |                             | -                                            |      
|                                               |              |                      
|Issuance of Common Stock to initial            |              |                      
|stockholder                                    |              |                       |                             | 100                                          |      
|                                               |              |                      
|Issuance of 4,950,000 Warrants                 |              |                      
|at $0.05 Per Warrant                           |              |                       |                             | -                                            |      
|                                               |              |                      
|Sale of 532,500 Series A Units, 5,118,000      |              |                      
|Series B Units through public offering         |              |                      
|net of underwriters' discount and offering     |              |                      
|expenses and net of proceeds of 10,333,190     |              |                      
|allocable to 2,046,176 shares of common stock, |              |                      
|Class B subject to possible conversion         |              |                       |                             | 1,065,000                                    |      
|                                               |              |                      
|Proceeds from sale of underwriters'            |              |                      
|purchase option                                |              |                       |                             | -                                            |      
|                                               |              |                      
|Accretion relating to Class B common stock     |              |                      
|subject to possible conversion                 |              |                       |                             |                                              |      
|                                               |              |                      
|Net loss for the period                        |              |                       |                             | -                                            |      
|                                               |              |                       |                             |                                              |      
|Balance, July 31, 2006                         |              |                       |                             | 1,065,100                                    |      
|                                               |              |                      
|Accretion relating to Class B common stock     |              |                      
|subject to possible conversion                 |              |                       |                             |                                              |      
|                                               |              |                      
|Net income for the period                      |              |                       |                             |                                              |      
|                                               |              |                       |                             |                                              |      
|Balance, July 31, 2007                         |              |                       |                             | 1,065,100                                    |      
|                                               |              |                       |                             |                                              |      
|                                               |              |                      
|Accretion relating to Class B common stock     |              |                      
|subject to possible conversion                 |              |                       |                             |                                              |      
|                                               |              |                      
|Net income for the period (unaudited)          |              |                       |                             |                                              |      
|                                               |              |                       |                             |                                              |      
|                                               |              |                      
|Balance, January 31, 2008                      |              |                       |                             | 1,065,100                                    |      
|                                               |              |                       |                             |                                              |      

See Notes to Unaudited Condensed Financial Statements

F - 4

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

|                                                                                           | For the six months ended | For the six months ended | Period from inception (August 1, 2005) to | Period from inception (August 1, 2005) to
|------------------------------------------------------------------------------------------ | ------------------------ | ------------------------ | ----------------------------------------- | -----------------------------------------
|
|
|
|
|CASH FLOWS FROM OPERATING ACTIVITIES                                                       |                          |                          |                                           |                                          
|Net income for the period                                                                  |                          |                          | $                                         | 612,267                                  
|Adjustments to reconcile net income to net cash used in      operating activities:         |                          |                         
|Gain on maturity of Securities held in Trust Fund                                          |                          |                          |                                           | (932,637                                 
|Changes in operating assets and liabilities:                                               |                          |                         
|Decrease in interest receivable in trust                                                   |                          |                          |                                           | 21,800.00                                
|Decrease in accounts receivable - interest                                                 |                          |                          |                                           | 1,025                                    
|Increase in prepaid expenses                                                               |                          |                          |                                           | (27,515                                  
|Increase in accrued expenses                                                               |                          |                          |                                           | 75,889                                   
|                                                                                           |                          |                          |                                           |                                          
|                                                                                           |                          |                         
|Net cash used in operating activities                                                      |                          |                          |                                           | (249,171                                 
|                                                                                           |                          |                          |                                           |                                          
|                                                                                           |                          |                         
|CASH FLOWS FROM INVESTING ACTIVITIES                                                       |                          |                         
|Purchase of Securities held in trust                                                       |                          |                          |                                           | (323,606,143                             
|Maturity of Securities held in trust                                                       |                          |                          |                                           | 323,606,143                              
|                                                                                           |                          |                          |                                           |                                          
|                                                                                           |                          |                         
|Net cash used in investing activities                                                      |                          |                          |                                           | -                                        
|                                                                                           |                          |                          |                                           |                                          
|                                                                                           |                          |                         
|CASH FLOWS FROM FINANCING ACTIVITIES                                                       |                          |                         
|Proceeds from issuance of common stock to initial stockholder                              |                          |                          |                                           | -                                        
|Proceeds from issuance of warrants                                                         |                          |                          |                                           | -                                        
|Proceeds from sale of underwriters' purchase option                                        |                          |                          |                                           | -                                        
|Deferred registration costs                                                                |                          |                          |                                           | -                                        
|Portion of net proceeds from sale of Series B units                                        |                          |                         
|through public offering allocable to shares of                                             |                          |                         
|common stock, Class B subject to possible                                                  |                          |                         
|conversion                                                                                 |                          |                          |                                           | -                                        
|Net proceeds from sale of Series A and B units through public                              |                          |                         
|offering allocable to stockholders' equity                                                 |                          |                          |                                           | -                                        
|                                                                                           |                          |                          |                                           |                                          
|                                                                                           |                          |                         
|Net cash (used in) provided by financing activities                                        |                          |                          |                                           | -                                        
|                                                                                           |                          |                          |                                           |                                          
|                                                                                           |                          |                         
|Net increase in cash and cash equivalents                                                  |                          |                          |                                           | (249,171                                 
|                                                                                           |                          |                         
|Cash and cash equivalents                                                                  |                          |                         
|Beginning of period                                                                        |                          |                          |                                           | 1,123,856                                
|                                                                                           |                          |                          |                                           |                                          
|                                                                                           |                          |                         
|End of period                                                                              |                          |                          | $                                         | 874,685                                  
|                                                                                           |                          |                          |                                           |                                          
|                                                                                           |                          |                         
|Supplemental disclosure of cash flow activities:                                           |                          |                         
|                                                                                           |                          |                         
|Cash paid for income taxes                                                                 |                          |                          | $                                         | -                                        
|                                                                                           |                          |                          |                                           |                                          
|                                                                                           |                          |                         
|Cash paid for interest                                                                     |                          |                          | $                                         | -                                        
|                                                                                           |                          |                          |                                           |                                          
|                                                                                           |                          |                         
|Supplemental disclosure of non-cash financing activities:                                  |                          |                         
|Accrued registration costs                                                                 |                          |                          | $                                         | -                                        
|                                                                                           |                          |                          |                                           |                                          
|                                                                                           |                          |                         
|Fair value of underwriter purchase option included in offering costs                       |                          |                          | $                                         | -                                        
|                                                                                           |                          |                          |                                           |                                          
|                                                                                           |                          |                         
|Accretion of Trust Fund relating to Class B common stock subject     to possible coversion |                          |                          | $                                         | (182,076                                 
|                                                                                           |                          |                          |                                           |                                          

See Notes to Unaudited
Condensed Financial Statements

F - 5

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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, 2008 related to the Companys
formation and capital raising activities. The Company has selected July 31 as its year
end.

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

The registration statement for the
Companys initial public Offering (Offering) was declared effective on
July 11, 2006. The Company consummated the Offering of 500,000 series A Units (Note 2)
and 4,600,000 Series B Units (Note 2) on July 18, 2006. On July 26, 2006, the Company
consummated the closing of an additional 32,500 Series A Units and 518,000 Series B Units
which were subject to an over-allotment option granted to the underwriters. The Offering
generated total net proceeds of approximately $52.9 million of which $51.7 million was
placed in trust. The Companys management has broad authority with respect to the
application of the proceeds of the Offering although substantially all of the proceeds of
the Offering are intended to be applied generally toward consummating a merger, capital
stock exchange, asset acquisition or other similar transaction with a Target Business (a
Business Combination). An amount of $54,451,041 including accrued interest of
$129,973 is being held in an interest-bearing trust account (Trust Fund) to
be returned to the holders of Class B common stock if a Business Combination is not
contracted in 18 months, or consummated in 24 months, subsequent to the Offering (the
Target Business Acquisition Period). In the event there is no Business
Combination, the Company will dissolve and any remaining net assets, after the
distribution of the Trust Fund to Class B stockholders, will be distributed to the
holders of common stock sold in the Offering.

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

F - 6

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Common stockholders will not receive
any of the proceeds from the Trust Fund should a Business Combination not be consummated.

The Company, after signing a
definitive agreement for a Business Combination, is obliged to submit such transaction
for approval by a majority of the Class B common stockholders of the Company. Class B
stockholders that vote against such proposed Business Combination are, under certain
conditions, entitled to convert their shares into a pro-rata distribution from the Trust
Fund (the Conversion Right). The actual per-share conversion price will be
equal to the amount in the Trust Fund (inclusive of any interest thereon) as of two
business days prior to the proposed Business Combination, divided by the number of Class
B shares sold in the Offering, or approximately $5.32 per share based on the value of the
Trust Fund as of January 31, 2008. As a result of the Conversion Right, $10,884,763
(including accretion of $557,425) relating to 2,046,176 shares of Class B Common Stock
subject to possible conversion, has been classified in temporary equity as Common Stock,
Class B subject to possible conversion on the accompanying balance sheet as of January
31, 2008. In the event that holders of a majority of the outstanding shares of Class B
common stock vote for the approval of the Business Combination and the holders owning 20%
or more of the outstanding Class B common stock do not exercise their Conversion Rights,
the Business Combination may then be consummated. Upon completion of such Business
Combination and the payment of any Conversion Rights (and related cancellation of Class B
common stock), the remaining shares of Class B common stock would be converted to common
stock.

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.

F - 7

---

---

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

INTERIM FINANCIAL STATEMENTS  The
accompanying unaudited condensed financial statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission (SEC) and
should be read in conjunction with the Companys audited financial statements and
footnotes thereto for the year ended to July 31, 2007 included in the Companys Form
10-K filed on October 9, 2007. 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, 2008 are not necessarily indicative of the results to be expected for any
other interim period of any future year.

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

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

INVESTMENTS HELD IN TRUST  Investments
held in the Trust Fund consist of municipal money fund securities with maturities of up
to 30 days. Such securities generate current income which is exempt from federal income
tax and therefore no provision for income taxes is required for the period ended January
31, 2008.

F - 8

---

---

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

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

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

Basic earnings (loss) per share is
computed by dividing income (loss) available to common stockholders by the weighted
average common shares outstanding for the period. Basic net income per share is
calculated by dividing net income attributable to (1) common and Class B stockholders and
(2) Class B common stockholders subject to possible conversion by their weighted average
number of common shares outstanding during the period. Diluted earnings per share
reflects the potential dilution that could occur if securities or other contracts to
issue common stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity. Since the effect
of outstanding warrants to purchase common stock and the UPO are antidilutive, as their
exercise prices are greater than the average market price of common stock during the
period, they have been excluded from the Companys computation of net income per
share. Therefore, basic and diluted income per share were the same for the period from
inception (August 1, 2005) through January 31, 2008.

FAIR VALUE OF FINANCIAL
INSTRUMENTS  The fair values of the Companys assets and liabilities that
qualify as financial instruments under SFAS No. 107 approximate their carrying amounts
presented in the accompanying condensed balance sheets at July 31, 2007 and January 31,
2008.

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.

F - 9

---

---

NEW ACCOUNTING PRONOUNCEMENTS  In
July 2007, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income
Taxes, an Interpretation of FASB Statement No. 109. FIN 48 clarifies the accounting
for uncertainty in income taxes recognized in a companys financial statements and
prescribes a recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in an income
tax return. FIN 48 also provides guidance in derecognition, classification, interest and
penalties, accounting in interim periods, disclosures and transition. FIN 48 is effective
for fiscal years beginning after December 15, 2006. The adoption of FIN48 does not impact
on the Companys financial statements.

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

NOTE
4  COMMITMENTS

Administrative
Services

Commencing on July 11, 2006, the
effective date of the Offering, the Company is obligated to pay an affiliate of the
Companys chief financial officer, $7,500 per month for office, secretarial and
administrative services. An amount of $22,500 for the three months ended January 31, 2008
and $45,000 for the six months ended January 31, 2008 is included in general and
administrative expenses on the accompanying condensed statements of operations and
$140,081 for period from Inception (August 1, 2005) to January 31, 2008.

Financial Advisory Services

HCFP has been engaged by the Company
to act as the Companys non-exclusive investment banker in connection with a
proposed Business Combination. For assisting the Company in structuring and negotiating
the terms of a Business Combination, the Company will pay HCFP a cash transaction fee of
$1,500,000 upon consummation of a Business Combination.

In January 2008, the Company entered
into an engagement agreement with Deutsche Bank AG, or Deutsche Bank, pursuant to which
Deutsche Bank would provide the Company with certain services in connection with a
business combination. Pursuant to the engagement agreement, in the event of the
successful consummation of a business acquisition, the Company will pay Deutsche Bank a
flat fee of Euro 1 million. The Company is currently in discussions with Deutsche Bank in
connection with the reduced scope of its services and the final amount due to Deutsche
Bank in the event of the consummation of a business combination.

F - 10

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Solicitation
Services

The Company has engaged HCFP, on a
non-exclusive basis, to act as its agent for the solicitation of the exercise of the
Companys Class W Warrants and Class Z Warrants. In consideration for solicitation
services, the Company will pay HCFP a commission equal to 5% of the exercise price for
each Class W Warrant and Class Z Warrant exercised after July 10, 2007 if the exercise is
solicited by HCFP. No solicitation services were provided during the six months ended
January 31, 2008.

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.

Common Stock and Class B Common
Stock

The Company is authorized to issue
40,000,000 shares of common stock and 12,000,000 shares of Class B common stock. As of
January 31, 2008, there are 1,065,100 shares of the Companys common stock issued
and outstanding and 10,236,000 shares of the Companys Class B stock issued and
outstanding, including 2,046,176 Class B common shares subject to possible conversion.

As of January 31, 2008, there are
6,967,900 and 1,304,000 authorized but unissued shares of the Companys common stock
and the Companys Class B common stock, respectively, available for future issuance,
after appropriate reserves for the issuance of common stock in connection with the Class
W Warrants and Class Z Warrants, the Underwriters Purchase Option and the officers
and directors Class W Warrants and Class Z Warrants.

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

NOTE
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.

F - 11

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

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

Prior to entering into to the
registration rights agreement and the letter agreement on January 31, 2006, the Company
accounted for the Class W and Class Z Warrants issued to the initial securityholders as
liabilities in accordance with the guidance of EITF 00-19, Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock.
Accordingly, the Company recorded the fair value of the warrants of $247,500 as a
non-current liability on its balance sheet from the date of issuance through January 31,
2006. As a result of entering into the registration rights agreement, the warrants no
longer are accounted for as liabilities and are classified in stockholders equity.
For the period from inception (August 1, 2005) to January 31, 2008 no income (loss) was
recorded related to recording the derivative to market value as their was no change in
the fair value of such securities. The Company determined the fair value of the Class W
and Class Z Warrants issued in August 2005 based on the aggregate purchase price paid to
the Company of $247,500, or $0.05 per Warrant.

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

Each Class W Warrant issued in the
Offering and to the initial securityholders is exercisable with cash for one share of
common stock. Except as set forth below, the Class W Warrants entitle the holder to
purchase shares at $5.00 per share, subject to adjustment in the event of stock dividends
and splits, reclassifications, combinations and similar events for a period commencing on
the later of: (a) completion of the Business Combination and (b) July 10, 2007 and ending
July 10, 2011. As of January 31, 2008 there were 12,711,000 Class W Warrants outstanding.

F - 12

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Each Class Z Warrant issued in the
Offering and to the initial securityholders is exercisable with cash for one share of
common stock. Except as set forth below, the Class Z warrants entitle the holder to
purchase shares at $5.00 per share, subject to adjustment in the event of stock dividends
and splits, reclassifications, combinations and similar events for a period commencing on
the later of: (a) completion of the Business Combination and (b) July 10, 2007 and ending
July 10, 2013. As of January 31, 2008 there were 7,800,000 Class Z Warrants outstanding.

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

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

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

F - 13

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Underwriter Purchase Option

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

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

F - 14

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

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

# General

We were formed on August 1, 2005 to
serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other
similar business combination with a currently unidentified operating business which has
operations or facilities located in Israel, or which is a company operating outside of
Israel which the Companys management believes would benefit from establishing
operations or facilities in Israel (a Target Business). On July 18, 2006, we
completed our initial public offering (IPO) of 500,000 Series A Units
(Series A Units) and 4,600,000 Series B Units (Series B Units). 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 the over-allotment option. Each Series A
Unit consists of two shares of common stock, $.0001 par value per share (Common
Stock) and ten Class Z warrants (Class Z Warrants), each to purchase one
share of our Common Stock at a price of $5.00 per share. Each Series B Unit consists of
two shares of Class B Common Stock, $.0001 par value per share and two Class W Warrants,
each to purchase one share of our Common Stock at a price of $5.00 per share. Our net
proceeds from the initial public offering, including the exercise of the over allotment
option, totaled $52,895,728 which was net of $3,322,322 in underwriting and other
expenses.

For a description of the proceeds
generated in our IPO and a discussion of the use of such proceeds, we refer you to Notes 1
and 2 of the financial statements included in Part II, Item 8 of our Form 10-K filed on
October 9, 2007.

# Recent Events

On March 6, the Company entered into
a merger agreement with Negevtech Ltd., which will result in a new publicly held entity.

Pursuant to the merger agreement
holders of the Company common stock and Class B common stock (who do not vote against the
merger and exercise a conversion right) will receive ordinary shares of Negevtech in
exchange for the securities held by them according to an exchange ratio computed by
reference to (a) the amount of cash in the Companys trust fund (approximately $55
million) less certain expenses and cash paid to objecting common B stockholders of the
Comapny, and (b) a $50 million valuation set for Negevtech. Holders of Company warrants
will receive warrants with equivalent terms to purchase ordinary shares of Negevtech.
After consummation of the merger, the Companys stockholders will own up to 51.3% of
Negevtech.

The merger is subject to several
conditions, including (a) the approval of the Companys class B common
stockholders and will only occur upon such approval if holders of less than 20% of the
outstanding class B common stock shares exercise their conversion rights, (b) the
approval of the Companys common and class B common stock, voting together as a
single class, and (c) the effectiveness of a registration on Form F-4 pursuant to which
Negevtechs ordinary shares shall be eligible for trading on the Over-the-Counter
Bulletin Board (or shall have been listed for trading on NASDAQ). Negevtech and certain
shareholders of Negevtech have committed that Negevtech or these shareholders will
purchase shares of the Companys class B common stock with a value of up to $15
million in negotiated transactions with holders of such shares, in order to ensure that
the requisite number of shares of the Companys class B common stock vote in favor of
the merger. If approved by the Companys stockholders, the transaction is expected to
close in the third quarter of 2008. There can be no assurance that the transaction will be
approved by the Companys stockholders.

For more information on the merger,
see the Companys Current Report on Form 8-K filed with the Commission on March 7,
2008 and incorporated by reference into this Report.

3

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For information on the Companys
engagement agreement with Deutsche Bank, see Note 4 of the financial statements included
in this report.

For a description of the proceeds
generated in our IPO and a discussion of the use of such proceeds, we refer you to Notes 1
and 2 of the financial statements included in Part II, Item 8 of our Form 10-K filed on
October 9, 2007.

# Results of Operations

Net income for the three months ended
January 31, 2008 of $240,086 consisted of interest income on the Trust Fund investment of
$432,571, and interest on cash and cash equivalents of $8,600, offset by professional fees
of $141,061, $16,068 for Delaware franchise tax, and other operating expenses of $43,956,
consisting of $22,500 for office space and other administrative expenses, $15,000 for
officer liability insurance, and $4,614 for travel, and $1,842 for other operating
expenses.

Net income for the three months ended
January 31, 2007 of $366,813 consisted of interest income on the Trust Fund investment of
$454,880, and interest on cash and cash equivalents of $15,230, offset by professional
fees of $38,658, $14,855 for Delaware franchise tax, and other operating expenses of
$49,784, consisting of $22,500 for office space and other administrative expenses, $20,000
for officer liability insurance, and $4,575 for travel, and $2,709 for other operating
expenses.

Net income for the six months ended
January 31, 2008 of $612,267 consisted of interest income on the Trust Fund investment of
$910,837, and interest on cash and cash equivalents of $20,765, offset by professional
fees of $223,852, $9,533 for Delaware franchise tax, and other operating expenses of
$85,950, consisting of $45,000 for office space and other administrative expenses, $31,110
for officer liability insurance, and $5,506 for travel, and $4,334 for other operating
expenses.

Net income for the six months ended
January 31, 2007 of $713,721 consisted of interest income on the Trust Fund investment of
$892,700, and interest on cash and cash equivalents of $34,334, offset by professional
fees of $73,475, $34,469 for Delaware franchise tax, and other operating expenses of
$105,369, consisting of $45,000 for office space and other administrative expenses,
$34,904 for officer liability insurance, and $20,189 for travel, and $5,276 for other
operating expenses.

Net income for the period from August
1, 2005 (inception) to January 31, 2008 of $2,006,690 consisted of interest income on the
Trust Fund investment of $2,759,241, and interest on cash and cash equivalents of $83,261,
offset by professional fees of $383,436 $153,370 for Delaware franchise tax, and other
operating expenses of $299,006, consisting of $140,081 for office space and other
administrative expenses, $106,014 for officer liability insurance, $39,100 for travel, and
other operating expenses of $13,811.

Net income for the period from August
1, 2005 (inception) to January 31, 2007 of $628,869 consisted of interest income on the
Trust Fund investment of $923,315, and interest on cash and cash equivalents of $34,333,
offset by professional fees of $104,078, $112,511 for Delaware franchise tax, and other
operating expenses of $112,190, consisting of $50,080 for office space and other
administrative expenses, $34,904 for officer liability insurance, $20,189 for travel, and
other operating expenses of $7,017.

4

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# Liquidity and Capital
Resources

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 placed in a trust account and the
remaining proceeds became available to be used to provide for business, legal and
accounting due diligence on prospective transactions and continuing general and
administrative expenses. We expect to use substantially all of the net proceeds of this
offering to acquire a target business, including identifying and evaluating prospective
acquisition candidates, selecting the target business, and structuring, negotiating and
consummating the business combination. To the extent that our capital stock is used in
whole or in part as consideration to effect a business combination, the proceeds held in
the trust account, as well as any other net proceeds not expended, will be used to finance
the operations of the target. At January 31, 2008, we had cash outside of the trust
account of $874,685, investments held in the trust account of $54,451,041, prepaid
expenses of $35,256 and total current liabilities of $210,464.

We believe that the funds available
to us outside of the trust account will be sufficient to allow us to operate until July
11, 2008, assuming that a business combination is not consummated during that time. Of the
funds held outside of the trust account totaling $874,685 as of January 31, 2008, we
anticipate using these funds to cover legal and accounting fees, other expenses attendant
to the due diligence investigations, structuring, and negotiating of a business
combination, and administrative expenses incurred prior to completing a business
combination. We do not believe we will need to raise additional funds in order to meet the
expenditures required for operating our business. However, we may need to raise additional
funds through a private offering of debt or equity securities if such funds are required
to consummate a business combination that is presented to us. We would only consummate
such a fund raising simultaneously with the consummation of a business combination.

# Contractual Obligations
and Commitments

Commencing on July 11, 2006, the
effective date of the offering, the Company is obligated to pay an affiliate of the
Companys chief executive officer, $7,500 per month for office, secretarial and
administrative services. An amount of $22,500 and $140,081 is included in general and
administrative expenses on the accompanying condensed statements of operations for the
three months ended January 31, 2008, and for the period from August 1, 2005 (inception) to
January 31, 2008, respectively.

In March 2008, the Company entered
into an agreement with Giza Singer Even Ltd., or GSE, pursuant to which GSE agreed to
provide certain services in connection with the Companys proposed merger with
Negevtech, including the provision of a fairness opinion. The Company has agreed to pay
GSE $60,000 for its services, which payment is not contingent upon the consummation of the
merger.

5

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# Item 3.
Quantitative and Qualitative Disclosures About Market Risk

Market risk is the exposure to loss
resulting from changes in interest rates, foreign currency exchange rates, commodity
prices and equity prices. We do not believe we are exposed to significant market risk.

# Item 4. Control and
Procedures

Our
management carried out an evaluation, with the participation of Mr. Carmel Vernia, our
chief executive officer and Mr. Dror Gad, our chief financial officer, of the
effectiveness of our disclosure controls and procedures as of January 31, 2008. Based upon
that evaluation, Messrs. Vernia and Gad concluded that our disclosure controls and
procedures were effective to ensure that information required to be disclosed by us in
reports that we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time periods specified in the rules and
forms of the Securities and Exchange Commission.

There
has not been any change in our internal control over financial reporting in connection
with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred
during the period ended January 31, 2008 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial reporting.

# PART II  OTHER
INFORMATION

Item 6. Exhibits

Exhibits

|Exhibit No. | Description
|----------- | -----------

|2.1 | Agreement
and Plan of Merger by and between the Company, Negevtech Ltd. and
Negevtech Acquisition Subsidiary Corp., dated March 6, 20081
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

1.
          Incorporated by reference to exhibits filed with the Companys Form 8-K,
          filed with the Commission on March 7, 2008.

6

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# SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused
this Report to be signed on its behalf by the undersigned thereunto duly authorized.

|Date: March 7, 2008 |  | ISRAEL GROWTH PARTNERS ACQUISITION CORP.By: /s/ Carmel Vernia
Carmel VerniaChief Executive Officer
By: /s/ Dror Gad
Dror GadChief Financial Officer
|------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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