U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-Q




QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934




For The
Quarterly Period Ended


January
31, 2009




Commission
file number: 000-51980




ISRAEL
GROWTH PARTNERS ACQUISITION CORP.


(Exact
Name of Registrant as Specified in its Charter)


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




85
Medinat Hayehudim


Herzlia,
Israel 46140


(Address
of Principal Executive Offices and Zip Code)




972-9-9602040


(Registrant’s
Telephone Number, Including Area Code)




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




Yes  x    No   ̈




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




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




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




Yes  x    No   ̈




As of
March 10, 2009, there were 1,065,100 shares of the issuer’s common stock, par
value $0.0001 per share, outstanding.







Israel
Growth Partners Acquisition Corp.




INDEX




Part
      I – FINANCIAL INFORMATIONItem
      1. Financial StatementsCondensed
      Balance Sheets as of  January 31, 2009 (unaudited) and July 31,
      2008 (audited)
                  3Condensed
      Statement of Operations for the three months ended January 31, 2009 and
      2008, for the six months ended January 31, 2009 and 2008, for the period
      from August 1, 2005 (inception) to January 31, 2008, and for the period
      from August 1, 2005 (inception) to January 31, 2009
      (unaudited)
                  4Condensed  Statement
      of Stockholders' Equity for the period from inception (August 1, 2005) to
      January 31, 2009 (unaudited)
                  5Condensed
      Statement of Cash Flows for the six months ended January 31, 2009 and
      2008, for the period from August 1, 2005 (inception) to January 31, 2008,
      and for the period from August 1, 2005 (inception) to January 31,
      2009  (unaudited)
                  6Notes
      to Unaudited Condensed Financial Statements
                  7Item
      2.  Management's Discussion and Analysis of Financial Condition
      and Results of Operations
                  17Item
      3.  Quantitative and Qualitative Disclosures About Market
      Risk
                  21Item
      4T. Controls and Procedures
                  21Part
      II – OTHER INFORMATIONItem
      1A.  Risk Factors
                  22Item
      6. Exhibits
                  24




2


PART
I


FINANCIAL
INFORMATION





Item
1.  Financial Statements.




Israel
Growth Partners Acquisition Corp.


Condensed
Balance Sheets


As of
                              
                              
                              As ofJanuary 31, 2009
                              
                              
                              July 31, 2008(Unaudited)
                              
                              
                              (Audited)ASSETSCurrent
      Assets:Cash
      and cash equivalents
                              
                              $
                              142,847
                              
                              
                              $
                              438,699Investments
      held in Trustincluding
      interest receivable of $9,519, and $77,146 (Note 1)
                              
                              
                              55,309,451
                              
                              
                              
                              55,011,182Prepaid
      expenses
                              
                              
                              44,053
                              
                              
                              
                              63,986Total
      assets
                              
                              $
                              55,496,351
                              
                              
                              $
                              55,513,867LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      Liabilities:Accrued
      expenses
                              
                              
                              85,604
                              
                              
                              
                              169,965Common
      stock, Class B subject to redemption, (Notes 1 and 7)
                              
                              
                              55,309,451
                              
                              
                              
                              55,011,182Total
      current liabilities
                              
                              
                              55,395,055
                              
                              
                              
                              55,181,147Commitments
      (deficit) (Note 4)Stockholders'
      Equity (Notes 2, 5 and 6)Common
      stock, par value $.0001 per share,40,000,000
      shares authorized, 1,065,100 shares issued and outstanding
                              
                              
                              107
                              
                              
                              
                              107Common
      stock, Class B, par value $.0001 per share, 12,000,000 shares authorized,
      8,189,824 shares issued and outstanding (excluding 2,046,176 shares
      subject to possible conversion)
                              
                              
                              819
                              
                              
                              
                              819Additional
      paid-in-capital
                              
                              
                              1,458,444
                              
                              
                              
                              1,458,444Retained
      earnings (deficit) accumulated in the development stage
                              
                              
                              (1,358,074
                              )
                              
                              
                              (1,126,650
                              )Total
      stockholders' equity
                              
                              
                              101,296
                              
                              
                              
                              332,720Total
      liabilities and stockholders' equity (deficit)
                              
                              $
                              55,496,351
                              
                              
                              $
                              55,513,867
  See Notes
to Unaudited Condensed Financial Statements


3




Israel
Growth Partners Acquisition Corp.


Condensed
Statement of Operations




(unaudited)


Period from inception
                                  
                                  
                                  Period from inceptionFor the three months ended
                                  
                                  
                                  For the six months ended
                                  
                                  
                                  (August 1, 2005) to
                                  
                                  
                                  (August 1, 2005) toJanuary 31, 2009
                                  
                                  
                                  January 31, 2008
                                  
                                  
                                  January 31, 2009
                                  
                                  
                                  January 31, 2008
                                  
                                  
                                  January 31, 2008
                                  
                                  
                                  January 31, 2009Revenue
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Operating
      expenses:Professional
      fees
                                  
                                  
                                  72,298
                                  
                                  
                                  
                                  141,061
                                  
                                  
                                  
                                  173,168
                                  
                                  
                                  
                                  223,852
                                  
                                  
                                  
                                  383,436
                                  
                                  
                                  
                                  760,206Delaware
      franchise tax
                                  
                                  
                                  (12,080
                                  )
                                  
                                  
                                  16,068
                                  
                                  
                                  
                                  4,052
                                  
                                  
                                  
                                  9,533
                                  
                                  
                                  
                                  153,370
                                  
                                  
                                  
                                  225,520Other
      general and administrative expenses (Note 4)
                                  
                                  
                                  20,448
                                  
                                  
                                  
                                  43,956
                                  
                                  
                                  
                                  55,820
                                  
                                  
                                  
                                  85,950
                                  
                                  
                                  
                                  299,006
                                  
                                  
                                  
                                  464,185Loss
      from Operations
                                  
                                  
                                  (80,666
                                  )
                                  
                                  
                                  (201,085
                                  )
                                  
                                  
                                  (233,040
                                  )
                                  
                                  
                                  (319,335
                                  )
                                  
                                  
                                  (835,812
                                  )
                                  
                                  
                                  (1,449,911
                                  )Interest
      Income
                                  
                                  
                                  37,907
                                  
                                  
                                  
                                  441,171
                                  
                                  
                                  
                                  299,885
                                  
                                  
                                  
                                  931,602
                                  
                                  
                                  
                                  2,842,502
                                  
                                  
                                  
                                  3,709,488Income
      (loss) before provision for income taxes
                                  
                                  
                                  (42,759
                                  )
                                  
                                  
                                  240,086
                                  
                                  
                                  
                                  66,845
                                  
                                  
                                  
                                  612,267
                                  
                                  
                                  
                                  2,006,690
                                  
                                  
                                  
                                  2,259,577Provision
      for income taxes
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Net
      income (loss) for the period
                                  
                                  $
                                  (42,759
                                  )
                                  
                                  $
                                  240,086
                                  
                                  
                                  $
                                  66,845
                                  
                                  
                                  $
                                  612,267
                                  
                                  
                                  $
                                  2,006,690
                                  
                                  
                                  $
                                  2,259,577Accretion
      of Trust Fund relating to Class B common stock subject to possible
      conversion
                                  
                                  
                                  (7,535
                                  )
                                  
                                  
                                  (86,471
                                  )
                                  
                                  
                                  (59,624
                                  )
                                  
                                  
                                  (182,076
                                  )
                                  
                                  
                                  (557,425
                                  )
                                  
                                  
                                  (729,022
                                  )Net
      income (loss) attributable to other Class B stockholders and common
      stockholders
                                  
                                  $
                                  (50,294
                                  )
                                  
                                  $
                                  153,615
                                  
                                  
                                  $
                                  7,221
                                  
                                  
                                  $
                                  430,191
                                  
                                  
                                  $
                                  1,449,265
                                  
                                  
                                  $
                                  1,530,555Weighted
      average Class B common shares outstanding subject to possible
      conversion
                                  
                                  
                                  2,046,176
                                  
                                  
                                  
                                  2,046,176
                                  
                                  
                                  
                                  2,046,176
                                  
                                  
                                  
                                  2,046,176Net
      income per Class B common share subject to possible conversion,basic and
      diluted
                                  
                                  $
                                  0.00
                                  
                                  
                                  $
                                  0.04
                                  
                                  
                                  $
                                  0.03
                                  
                                  
                                  $
                                  0.09Weighted
      average number of shares outstanding,basic and
      diluted
                                  
                                  
                                  9,254,924
                                  
                                  
                                  
                                  9,254,924
                                  
                                  
                                  
                                  9,254,924
                                  
                                  
                                  
                                  9,254,924Net
      income (loss)per share,basic and
      diluted
                                  
                                  $
                                  (0.01
                                  )
                                  
                                  $
                                  0.02
                                  
                                  
                                  $
                                  0.00
                                  
                                  
                                  $
                                  0.05




See Notes
to Unaudited Condensed Financial Statements





4




Israel
Growth Partners Acquisition Corp.


Condensed
Statement of Stockholders' Equity for the period


from
inception (August 1, 2005) to January 31, 2009


Common Stock
                                                        
                                                        
                                                        Common Stock,Class B
                                                        
                                                        
                                                        Additional
                                                          Paid -In
                                                        
                                                        
                                                        Deficit
                                                          accumulatedin
                                                          thedevelopmentShares
                                                        
                                                        
                                                        Amount
                                                        
                                                        
                                                        Shares
                                                        
                                                        
                                                        Amount
                                                        
                                                        
                                                        Capital
                                                        
                                                        
                                                        stage
                                                        
                                                        
                                                        TotalBalance,August 1, 2005
      (inception)
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        $
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        $
                                                        -
                                                        
                                                        
                                                        $
                                                        -
                                                        
                                                        
                                                        $
                                                        -
                                                        
                                                        
                                                        $
                                                        -Issuance
      of Common Stock to initial stockholder
                                                        
                                                        
                                                        100
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        500
                                                        
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        500Issuance
      of 4,950,000 Warrantsat
      $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
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        2,192,732Reclassification
      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
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (59,624
                                                        )
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (59,624
                                                        )Reclassification
      of interest earned on trust account to additional paid-in
      capital
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        298,269
                                                        
                                                        
                                                        
                                                        (298,269
                                                        )
                                                        
                                                        
                                                        -Reclassification
      of Class B common stock value subject to redemption to current
      liability
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (238,645
                                                        )
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        (238,645
                                                        )Net
      income for the period
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        66,845
                                                        
                                                        
                                                        
                                                        66,845Balance,
      January 31, 2009
                                                        
                                                        
                                                        1,065,100
                                                        
                                                        
                                                        $
                                                        107
                                                        
                                                        
                                                        
                                                        8,189,824
                                                        
                                                        
                                                        $
                                                        819
                                                        
                                                        
                                                        $
                                                        1,458,444
                                                        
                                                        
                                                        $
                                                        (1,358,074
                                                        )
                                                        
                                                        $
                                                        101,296




See Notes
to Unaudited Condensed Financial Statements


5




Israel
Growth Partners Acquisition Corp.


Condensed
Statement of Cash Flows




(unaudited)


Period from inception
                                                                
                                                                
                                                                Period from inceptionFor the six months ended
                                                                
                                                                
                                                                (August 1, 2005) to
                                                                
                                                                
                                                                (August 1, 2005) toJanuary 31, 2009
                                                                
                                                                
                                                                January 31, 2008
                                                                
                                                                
                                                                January 31, 2008
                                                                
                                                                
                                                                January 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income for the period
                                                                
                                                                $
                                                                66,845
                                                                
                                                                
                                                                $
                                                                612,267
                                                                
                                                                
                                                                $
                                                                2,006,690
                                                                
                                                                
                                                                $
                                                                2,259,577Adjustments
      to reconcile net income to net cash used in operating
      activities:Gain
      on maturity of Securities held in Trust Fund
                                                                
                                                                
                                                                (365,896
                                                                )
                                                                
                                                                
                                                                (932,637
                                                                )
                                                                
                                                                
                                                                (2,629,268
                                                                )
                                                                
                                                                
                                                                (3,608,132
                                                                )Changes
      in operating assets and liabilities:Decrease
      (increase) in interest receivable in trust
                                                                
                                                                
                                                                67,627
                                                                
                                                                
                                                                
                                                                21,800
                                                                
                                                                
                                                                
                                                                (129,973
                                                                )
                                                                
                                                                
                                                                (9,519
                                                                )Decrease
      in accounts receivable - interest
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                1,025
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -Decrease
      (Increase) in prepaid expenses
                                                                
                                                                
                                                                19,933
                                                                
                                                                
                                                                
                                                                (27,515
                                                                )
                                                                
                                                                
                                                                (35,256
                                                                )
                                                                
                                                                
                                                                (44,053
                                                                )(Decrease)
      Increase in accrued expenses
                                                                
                                                                
                                                                (84,361
                                                                )
                                                                
                                                                
                                                                75,889
                                                                
                                                                
                                                                
                                                                210,464
                                                                
                                                                
                                                                
                                                                85,603Net
      cash used in operating activities
                                                                
                                                                
                                                                (295,852
                                                                )
                                                                
                                                                
                                                                (249,171
                                                                )
                                                                
                                                                
                                                                (577,343
                                                                )
                                                                
                                                                
                                                                (1,316,524
                                                                )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of Securities held in trust
                                                                
                                                                
                                                                (331,216,341
                                                                )
                                                                
                                                                
                                                                323,606,143
                                                                
                                                                
                                                                
                                                                (1,005,777,819
                                                                )
                                                                
                                                                
                                                                (1,665,222,246
                                                                )Maturity
      of Securities held in trust
                                                                
                                                                
                                                                331,216,341
                                                                
                                                                
                                                                
                                                                (323,606,143
                                                                )
                                                                
                                                                
                                                                954,086,019
                                                                
                                                                
                                                                
                                                                1,613,530,446Net
      cash used in investing activities
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                (51,691,800
                                                                )
                                                                
                                                                
                                                                (51,691,800
                                                                )CASH
      FLOWS FROM FINANCING ACTIVITIES
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                
                                                                -Proceeds
      from issuance of common stock to initial stockholder
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                500
                                                                
                                                                
                                                                
                                                                500Proceeds
      from issuance of warrants
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                247,500
                                                                
                                                                
                                                                
                                                                247,500Proceeds
      from sale of underwriters' purchase option
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                100
                                                                
                                                                
                                                                
                                                                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
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                10,327,338
                                                                
                                                                
                                                                
                                                                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
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                42,568,390
                                                                
                                                                
                                                                
                                                                42,568,390Net
      cash (used in) provided by financing
      activities
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                53,143,828
                                                                
                                                                
                                                                
                                                                53,151,171Net
      increase (decrease) in cash and cash equivalents
                                                                
                                                                
                                                                (295,852
                                                                )
                                                                
                                                                
                                                                (249,171
                                                                )
                                                                
                                                                
                                                                874,685
                                                                
                                                                
                                                                
                                                                142,847Cash
      and cash equivalentsBeginning
      of period
                                                                
                                                                
                                                                438,699
                                                                
                                                                
                                                                
                                                                1,123,856End
      of period
                                                                
                                                                $
                                                                142,847
                                                                
                                                                
                                                                $
                                                                874,685
                                                                
                                                                
                                                                $
                                                                874,685
                                                                
                                                                
                                                                $
                                                                142,847Supplemental
      disclosure of non-cash financing activities:Fair
      value of underwriter purchase option included in offering
      costs
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                641,202
                                                                
                                                                
                                                                $
                                                                641,202.00Accretion
      of Trust Fund relating to Class B common stock subject to possible
      coversion
                                                                
                                                                $
                                                                (59,624
                                                                )
                                                                
                                                                $
                                                                (182,076
                                                                )
                                                                
                                                                $
                                                                (557,425
                                                                )
                                                                
                                                                $
                                                                (729,022.00
                                                                )Reclassification
      of Class B common stock to
      liability
                                                                
                                                                $
                                                                238,645
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                44,253,092.00Reclassification
      of Class B, subject to possible coversion to
      liability
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                -
                                                                
                                                                
                                                                $
                                                                10,996,735.00




See Notes
to Unaudited Condensed Financial Statements


6


NOTE 1 – ORGANIZATION AND BUSINESS
OPERATIONS





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





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 and adopt a plan for
continued corporate existence.  (See Note 7)





As a
result of the Company’s intent to return the proceeds held in the Trust Fund to
the Class B common stockholders, $55,309,451 (which includes interest
aggregating $9,519 receivable at January 31, 2009 and consisting of a $44.3
million reclassification from paid-in-capital and a $11 million reclassification
from Class B, common stock subject to conversion; approximately $5.40 per share)
has been classified as a current liability in the accompanying balance sheet at
January 31, 2009.





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.





The
agreement also provided FIIG with the right to appoint a member to the Company’s
board of directors. The Company has agreed, upon such appointment, to obtain the
resignation of each of its current directors which resignations shall only take
effect if the Company’s stockholders approve the amendments to the Company’s
certificate of incorporation described in the agreement and after all of the
assets in the trust fund being distributed to the holders of Class B common
stock.


7


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 immediate distribution 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. (See Note 8)





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. As of January 31,
2009, the fund is held in a brokerage account at Barclays Capital. As of January
31, 2009, 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.





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 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”). As of
January 31, 2009, an amount of $55,309,451 including accrued interest of $9,519
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 is 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 was required to be distributed pro-rata to all of the Class B common
stockholders and their Class B common shares to be cancelled and returned to the
status of authorized but unissued shares. Common stockholders were not entitled
to receive any of the proceeds from the Trust Fund.





Going
concern consideration – As indicated in the accompanying financial statements,
at January 31, 2009, the Company had $142,847 in cash, current liabilities of
$85,604 and working capital of $101,296. 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.


8


NOTE 2 – OFFERING





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





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





The
Company has also sold to certain of the underwriters for an aggregate of $100,
an option (the “Underwriter’s Purchase Option” or “UPO”) to purchase up to a
total of 25,000 additional Series A Units and/or 230,000 additional Series B
Units (see Note 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, 2008 included in
the Company’s Form 10-K filed on October 31, 2008. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been omitted pursuant to such rules and regulations. However, the
Company believes that the disclosures are adequate to make the information
presented not misleading. The financial statements reflect all adjustments
(consisting primarily of normal recurring adjustments) that are, in the opinion
of management necessary for a fair presentation of the Company’s financial
position and results of operations. The operating results for the three and six
months ended January 31, 2009 are not necessarily indicative of the results to
be expected for any other interim period of any future
year.


9


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 October 31, 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 is held in a brokerage account at Barclays Capital. See
Note 1 – Organization and Business Operations.





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





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 October 31, 2008.


10


As
discussed in Note 8, subsequent to January 31, 2009, all amounts in the Trust
Fund were returned to the Class B Common Stockholders including all interest
income earned thereon. Due to the distribution to Class B common shareholders
and the inclusion therein of $3,617,651 of interest earned on the Trust Fund to
January  31, 2009 the amounts disclosed as earnings (loss) per share
on the statements of operations are not representative of the actual per share
earnings (loss) of the common stock Class B (10,236,000 shares) and common stock
(1,065,100 shares) since inception. Such amounts would be $0.35 net income per
share of common stock Class B (based on $3,617,651 interest on Trust Fund since
the Offering) and $1.27 net loss per share of common stock (based on net loss
since inception of $1,358,074 excluding interest on the Trust Fund) for the
10,236,000 and 1,065,100 shares respectively.





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





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





The
following table presents certain of the Company’s assets that are measured at
fair value as of January 31 2009. In general, fair values determined by Level 1
inputs utilize quoted prices in active markets and the fair values described
below were determined through market, observable and corroborated
sources.





Quoted
      Prices in
                              Active
      MarketsJanuary
      31, 2009
                            
                            
                            (Level
      1)DescriptionCash
      and cash equivalents
                            
                            
                            142,847
                            
                            
                            $
                            142,847Cash
      and cash equivalents held in Trust Account
                            
                            
                            55,309,451
                            
                            
                            
                            55,309,451Total
                            
                            $
                            55,452,298
                            
                            
                            $
                            55,452,298


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





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





NEW ACCOUNTING PRONOUNCEMENTS
–





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


11


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





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





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





NOTE 4 –
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 $17,903 and
$22,500 for the three months October 31, 2008 and 2007, 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, 2008. The administrative service agreement is no longer effective
as October 12, 2008.





Financial Advisory
Services





HCFP was
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.


12


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 January 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.





Common Stock and
Class B Common Stock





As of
January 31, 2009, 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, 2009,
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, 2009, 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 any 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.





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.


13


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





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





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





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





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, 2009 there were 7,800,000 Class Z
Warrants outstanding.


14


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





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





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





Underwriter Purchase
Option





In
connection with the Offering, the Company has issued to certain of the
underwriters the UPO for $100 to purchase up to 25,000 Series A Units at an
exercise price of $14.025 per unit and/or up to 230,000 Series B Units at an
exercise price of $16.665 per unit. The Series 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.


15


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





NOTE
7 – RECENT SIGNIFICANT EVENTS





On
September 12, 2008 the Company and 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.





The
agreement also provided FIIG with the right to appoint a member to the Company’s
board of directors. The Company has agreed, upon such appointment, to obtain the
resignation of each of its current directors which resignations shall only take
effect if the Company’s stockholders approve the amendments to the Company’s
certificate of incorporation described in the agreement and after all of the
assets in the trust fund being distributed to the holders of Class B common
stock.





On
October 20, 2008, the Company filed a preliminary proxy statement, at the
request of FIIG, to hold a special stockholders meeting to consider proposals
for the distribution 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
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. As of January 31,
2009, the fund is held in a brokerage account at Barclays Capital. As of January
31, 2009, 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
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.


16




NOTE
8 – SUBSEQUENT EVENTS




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.  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.  Following the appointment of Mr. Roth
and Mr. Jain, each of the remaining members of the Board of Directors, Matty
Karp, Carmel Vernia and Dror Gad, resigned from the Board of Directors and,
effective immediately after the filing of this quarterly report on Form 10-Q, as
officers of the Company, resulting in Mr. Roth and Mr. Jain continuing as the
sole members of the Board of Directors.


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


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





General





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


17





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





Our
certificate of incorporation in effect as of January 31, 2009 required us to
distribute to our Class B common stockholders the amount in our Trust Fund,
including any accrued interest, if we did not effect a business combination as
described in the registration statement for our IPO within 18 months after the
consummation of our IPO (July 18, 2006), or within 24 months after the
consummation of our IPO if a letter of intent, agreement in principle or
definitive agreement has been executed within 18 months after the consummation
of our IPO and the business combination has not been consummated within such 18
month period.





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





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





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


18


For a
description of the proceeds generated in our initial public offering 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 Annual Report on Form
10-K filed on October 31, 2008.





Recent
Developments





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





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





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





Results
of Operations





Net
income for the three months ended January 31, 2009 of $(42,759) 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
consist of $15,000 for insurance, and 1,137 for travel, and $4,311for other
expenses.


19


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 six months ended January 31, 2009 of $66,845 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
consist of $17,903 for a monthly administrative services agreement with an
affiliate, $29,954 for insurance, and $1,137 for travel, and $6,826 for other
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 period from inception (August 1, 2005) to January 31, 2009 of
$2,259,577 consisted of interest income on the Trust Fund investment of
$3,617,651 and interest on cash and cash equivalents of $91,837, offset by
professional fees of $760,206, Delaware franchise taxes of $225,520 and other
operating expenses of $464,185, consisting of $202,984 for a monthly
administrative services agreement with an affiliate, $165,968 for insurance,
$68,124 for travel, and $27,109 for other expenses.




Net
income for the period from inception (August 1, 2005) 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, Delaware franchise taxes of $153,370 and other
operating expenses of $299,006, consisting of $140,081 for a monthly
administrative services agreement with an affiliate, $106,014 for insurance,
$39,100 for travel, and $13,811 for other 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
account with American Stock Transfer & Trust Company as trustee, or the
Trust Fund, and the remaining $1.2 million was held outside of the Trust Fund.
The proceeds held outside the trust are available to be used by us, and are
being used by us, to provide for business, legal and accounting due diligence on
prospective acquisitions and continuing general and administrative
expenses.


20


As
indicated in the accompanying financial statements, at January 31, 2009, we had
$142,847 in cash, current liabilities of $85,604 and working capital of $101,296
outside of the Trust Fund. Further, we have incurred and expect to continue to
incur costs in pursuit of acquisition plans.





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





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




Item 3. Quantitative and Qualitative
Disclosures About Market Risk




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




Item 4T. Controls 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, 2009. 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
SEC.




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, 2009 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.


21


Inherent
Limitations on Effectiveness of Controls





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





PART
II


OTHER
INFORMATION





Item
1A.  Risk Factors





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





Future
Acquisition Plans





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





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


22


Need
for Additional Capital





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





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





Quotation on OTC Bulletin
Board





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




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




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


23





Item 6.  
Exhibits




Exhibit No.
              
              Description3.1
              
              Second
      Amended and Restated Certificate of Incorporation (1)3.2
              
              By-Laws
      (2)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)
            Previously
      filed as an Exhibit to the Registrant’s Amendment No. 7 to Form S-1
      Registration statement and incorporated herein by
    reference.


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




24


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 13, 2009
              ISRAEL
      GROWTH PARTNERS
                ACQUISITION
      CORP.By:
              /s/ Carmel VerniaCarmel
      VerniaChief
      Executive OfficerBy:
              /s/ Dror GadDror
      GadChief
      Financial Officer




25




EXHIBIT
INDEX





Exhibit No.
              
              Description3.1
              
              Second
      Amended and Restated Certificate of Incorporation (1)3.2
              
              By-Laws
      (2)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)
            Previously
      filed as an Exhibit to the Registrant’s Amendment No. 7 to Form S-1
      Registration statement and incorporated herein by
    reference.


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