---

---

# 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 October 31, 2008

Commission file number:
000-51980

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

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

# 85 Medinat HayehudimHerzlia, 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 xNo o

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

|                          |                    
|------------------------- | -------------------
|
|
|
|
|Large accelerated filer o | Accelerated filer o

|                                                                      |                            
|--------------------------------------------------------------------- | ---------------------------
|
|
|
|
|Non-accelerated filer o (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 xNo o

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

|Class                                             | Outstanding at December 12, 2008
|------------------------------------------------- | --------------------------------
|
|
|
|
|Common Stock, par value $0.0001 per share         |                                 
|Class B Common Stock, par value $0.0001 per share |                                 



---

---

# Israel Growth Partners
Acquisition Corp.

# INDEX

Part I  FINANCIAL INFORMATION

|                                                                                               |       
|---------------------------------------------------------------------------------------------- | ------
|
|
|
|
|Item 1.                                                                                        |       
|                                                                                              
|Condensed Balance Sheets as of  October 31, 2008 (unaudited) and July 31, 2008 (audited)       | 2     
|                                                                                              
|Condensed Statements of Operations, for the three months ended October 31, 2008 and 2007, for 
|the period from August 1, 2005 (inception) to October 31, 2008 (unaudited)                     | 3     
|                                                                                              
|Condensed  Statement of Stockholders' Equity for the period from inception (August 1, 2005) to
|July 31, 2008 and the three months ended October 31, 2008 (unaudited)                          | 4     
|                                                                                              
|Statements of Cash Flows, for the three months ended October 31, 2008 and 2007, for the period
|from August 1, 2005 (inception) to October 31, 2008 (unaudited)                                | 5     
|                                                                                              
|Notes to Unaudited Condensed Financial Statements                                              | 6 - 13
|                                                                                              

|                                                                                              |    | 
|--------------------------------------------------------------------------------------------- | -- | 
|
|
|
|
|Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 13
|                                                                                             
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                            | 18
|                                                                                             
|Item 4T. Controls and Procedures                                                              | 18

Part II - OTHER INFORMATION

|                                                            |    | 
|----------------------------------------------------------- | -- | 
|
|
|
|
|Item 4. Submission of Matters to a Vote of Security Holders | 19
|                                                           
|Item 6. Exhibits                                            | 19

1

---

---

Israel Growth
Partners Acquisition Corp. Condensed Balance Sheets

|                                                                                                                                                                                         |  |                          |            |                       |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------ | ---------- | --------------------- | - | ---------- | -
|                                                                                                                                                                                         |  | As of
  October 31, 2008 |            | As of
  July 31, 2008 |  
|                                                                                                                                                                                         |  | (Unaudited)              |            | (Audited)             |  
|                                                                                                                                                                                         |  |                          |            |                       |  
|                                                                                                                                                                                         |  |                          |            |                       |   |            |  
|ASSETS                                                                                                                                                                                   |  |                          |            |                       |   |            |  
|                                                                                                                                                                                         |  |                          |            |                       |   |            |  
|Current Assets:                                                                                                                                                                          |  |                          |            |                       |   |            |  
|                                                                                                                                                                                         |  |                          |            |                       |   |            |  
|Cash and cash equivalents                                                                                                                                                                |  | $                        | 284,443    |                       | $ | 438,699    |  
|Investments held in Trust including
  interest receivable of $20,802, and $77,146 (Note 1)                                                                                               |  |                          | 55,271,757 |                       |   | 55,011,182 |  
|Prepaid expenses                                                                                                                                                                         |  |                          | 49,032     |                       |   | 63,986     |  
|                                                                                                                                                                                         |  |                          |            |                       |   |            |  
|Total assets                                                                                                                                                                             |  | $                        | 55,605,232 |                       | $ | 55,513,867 |  
|                                                                                                                                                                                         |  |                          |            |                       |   |            |  
|                                                                                                                                                                                         |  |                          |            |                       |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                     |  |                          |            |                       |   |            |  
|                                                                                                                                                                                         |  |                          |            |                       |   |            |  
|Current Liabilities:                                                                                                                                                                     |  |                          |            |                       |   |            |  
|Accrued expenses                                                                                                                                                                         |  |                          | 151,726    |                       |   | 169,965    |  
|Common stock, Class B subject to
  redemption, (Notes 1 and 7)                                                                                                                           |  |                          | 55,271,757 |                       |   | 55,011,182 |  
|                                                                                                                                                                                         |  |                          |            |                       |   |            |  
|Total current liabilities                                                                                                                                                                |  |                          | 55,423,483 |                       |   | 55,181,147 |  
|                                                                                                                                                                                         |  |                          |            |                       |   |            |  
|                                                                                                                                                                                         |  |                          |            |                       |   |            |  
|Commitments (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        |                       |   | 107        |  
|Common stock, Class B, par value $.0001 per
  share, 12,000,000 shares authorized, 8,189,824 shares issued and outstanding
  (excluding 2,046,176 shares subject to possible conversion) |  |                          | 819        |                       |   | 819        |  
|Additional paid-in-capital                                                                                                                                                               |  |                          | 1,458,444  |                       |   | 1,458,444  |  
|Retained earnings (deficit) accumulated in
  the development stage                                                                                                                       |  |                          | (1,277,621 | )                     |   | (1,126,650 | )
|                                                                                                                                                                                         |  |                          |            |                       |   |            |  
|                                                                                                                                                                                         |  |                          |            |                       |   |            |  
|Total stockholders equity                                                                                                                                                               |  |                          | 181,749    |                       |   | 332,720    |  
|                                                                                                                                                                                         |  |                          |            |                       |   |            |  
|                                                                                                                                                                                         |  |                          |            |                       |   |            |  
|Total liabilities and stockholders equity
  (deficit)                                                                                                                                   |  | $                        | 55,605,232 |                       | $ | 55,513,867 |  
|                                                                                                                                                                                         |  |                          |            |                       |   |            |  

See Notes to Unaudited Condensed Financial Statements

2

---

---

Israel Growth Partners Acquisition Corp.Condensed Statement of Operations

(unaudited)

|                                                                                          |  |                                                   |           |                                                   |   |                                                                  |   |   |            |  
|----------------------------------------------------------------------------------------- |  | ------------------------------------------------- | --------- | ------------------------------------------------- | - | ---------------------------------------------------------------- | - | - | ---------- | -
|                                                                                          |  | For the
  three
  months ended
  October 31, 2008 |           | For the
  three
  months ended
  October 31, 2007 |   | Period
  from inception
  (August 1, 2005) to
  October 31, 2008 |  
|                                                                                          |  |                                                   |           |                                                   |   |                                                                  |  
|                                                                                          |  |                                                   |           |                                                   |   |                                                                  |   |   |            |  
|Revenue                                                                                   |  | $                                                 |          |                                                   | $ |                                                                 |   | $ |           |  
|Operating expenses:                                                                       |  |                                                   |           |                                                   |   |                                                                  |   |   |            |  
|Professional fees                                                                         |  |                                                   | 100,870   |                                                   |   | 82,791                                                           |   |   | 687,908    |  
|Delaware franchise tax                                                                    |  |                                                   | 16,132    |                                                   |   | (6,535                                                           | ) |   | 237,600    |  
|Other general and administrative expenses (Note 4)                                        |  |                                                   | 35,372    |                                                   |   | 41,994                                                           |   |   | 443,737    |  
|                                                                                          |  |                                                   |           |                                                   |   |                                                                  |   |   |            |  
|Loss from operations                                                                      |  |                                                   | (152,374  | )                                                 |   | (118,250                                                         | ) |   | (1,369,245 | )
|Interest Income                                                                           |  |                                                   | 261,978   |                                                   |   | 490,431                                                          |   |   | 3,671,581  |  
|                                                                                          |  |                                                   |           |                                                   |   |                                                                  |   |   |            |  
|Income before provision for income taxes                                                  |  |                                                   | 109,604   |                                                   |   | 372,181                                                          |   |   | 2,302,336  |  
|Provision for income taxes                                                                |  |                                                   |          |                                                   |   |                                                                 |   |   |           |  
|                                                                                          |  |                                                   |           |                                                   |   |                                                                  |   |   |            |  
|Net income for the period                                                                 |  | $                                                 | 109,604   |                                                   | $ | 372,181                                                          |   | $ | 2,302,336  |  
|                                                                                          |  |                                                   |           |                                                   |   |                                                                  |   |   |            |  
|Accretion of Trust Fund relating to Class B common stock subject to
  possible conversion |  |                                                   | (52,089   | )                                                 |   | (95,605                                                          | ) |   | (721,487   | )
|                                                                                          |  |                                                   |           |                                                   |   |                                                                  |   |   |            |  
|Net income attributable to other Class B stockholders
  and common stockholders           |  | $                                                 | 57,515    |                                                   | $ | 276,576                                                          |   | $ | 1,580,849  |  
|                                                                                          |  |                                                   |           |                                                   |   |                                                                  |   |   |            |  
|                                                                                          |  |                                                   |           |                                                   |   |                                                                  |   |   |            |  
|Weighted average Class B common shares outstanding
  subject to possible conversion       |  |                                                   | 2,046,176 |                                                   |   | 2,046,176                                                        |   |   |            |  
|                                                                                          |  |                                                   |           |                                                   |   |                                                                  |   |   |            |  
|Net income per Class B common share subject to
  possible conversion, basic and diluted   |  | $                                                 | 0.03      |                                                   | $ | 0.05                                                             |   |   |            |  
|                                                                                          |  |                                                   |           |                                                   |   |                                                                  |   |   |            |  
|Weighted average number of shares outstanding, basic
  and diluted                        |  |                                                   | 9,254,924 |                                                   |   | 9,254,924                                                        |   |   |            |  
|                                                                                          |  |                                                   |           |                                                   |   |                                                                  |   |   |            |  
|Net income per share, basic and diluted                                                   |  | $                                                 | 0.01      |                                                   | $ | 0.03                                                             |   |   |            |  
|                                                                                          |  |                                                   |           |                                                   |   |                                                                  |   |   |            |  

See Notes to Unaudited Condensed Financial Statements

3

---

---

Israel Growth Partners Acquisition Corp.
Condensed Statement of Stockholders' Equity for the period
from inception (August 1, 2005) to October 31, 2008

|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   |            |   |   |             |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | --------- | --------------------- | - | ------ |  | ------ | --------- | ------------------ | - | ------------------------------------ |  | ----- | ----------- | - | - | ---------- | - | - | ----------- | -
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           | AdditionalPaid -In |   | Deficitaccumulatedin the development |  |       |            
|                                                                                                                                                                                                                                                                   |  | Common Stock |           | Common Stock, Class B |   |        |  |        |          
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |          
|                                                                                                                                                                                                                                                                   |  | Shares       |           | Amount                |   | Shares |  | Amount |           | Capital            |   | stage                                |  | Total |            
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |            
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   |            |   |   |             |  
|Balance, August 1, 2005
(inception)                                                                                                                                                                                                                                |  |              |          |                       | $ |       |  |        |          |                    | $ |                                     |  | $     |            |   | $ |           |   | $ |            |  
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   |            |   |   |             |  
|Issuance of Common Stock to initial
stockholder                                                                                                                                                                                                                    |  |              | 100       |                       |   |       |  |        |          |                    |   |                                     |  |       | 500         |   |   |           |   |   | 500         |  
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   |            |   |   |             |  
|Issuance of 4,950,000 Warrants at $0.05 Per
Warrant                                                                                                                                                                                                                |  |              |          |                       |   |       |  |        |          |                    |   |                                     |  |       | 247,500     |   |   |           |   |   | 247,500     |  
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   |            |   |   |             |  
|Sale of 532,500 Series A Units, 5,118,000 Series B
Units through
  public offering net of underwriters discount and offering expenses and net
  of proceeds of 10,333,190 allocable to 2,046,176 shares of common stock, Class
  B subject to possible conversion |  |              | 1,065,000 |                       |   | 107    |  |        | 8,189,824 |                    |   | 819                                  |  |       | 42,567,464  |   |   |           |   |   | 42,568,390  |  
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   |            |   |   |             |  
|Proceeds from sale of underwriters purchase
option                                                                                                                                                                                                                |  |              |          |                       |   |       |  |        |          |                    |   |                                     |  |       | 100         |   |   |            |   |   | 100         |  
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   |            |   |   |             |  
|Accretion relating to Class B common stock subject
to possible
  conversion                                                                                                                                                                                        |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       | (5,853      | ) |   |            |   |   | (5,853      | )
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   |            |   |   |             |  
|Net loss for the period                                                                                                                                                                                                                                            |  |              |          |                       |   |       |  |        |          |                    |   |                                     |  |       |            |   |   | (84,852    | ) |   | (84,852     | )
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   |            |   |   |             |  
|Balance, July 31, 2006                                                                                                                                                                                                                                             |  |              | 1,065,100 |                       |   | 107    |  |        | 8,189,824 |                    |   | 819                                  |  |       | 42,809,711  |   |   | (84,852    | ) |   | 42,725,785  |  
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   |            |   |   |             |  
|Accretion relating to Class B common stock subject
to possible
  conversion                                                                                                                                                                                        |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       | (369,496    | ) |   |            |   |   | (369,496    | )
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   |            |   |   |             |  
|Net income for the period                                                                                                                                                                                                                                          |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   | 1,479,275  |   |   | 1,479,275   |  
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   |            |   |   |             |  
|Balance, July 31, 2007                                                                                                                                                                                                                                             |  |              | 1,065,100 |                       | $ | 107    |  |        | 8,189,824 |                    | $ | 819                                  |  | $     | 42,440,215  |   | $ | 1,394,423  |   | $ | 43,835,564  |  
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   |            |   |   |             |  
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   |            |   |   |             |  
|Accretion relating to Class B common stock subject
to possible
  conversion                                                                                                                                                                                        |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       | (294,049    | ) |   |            |   |   | (294,049    | )
|Net income for the period                                                                                                                                                                                                                                          |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   | 798,309    |   |   | 798,309     |  
|Net income from inception to July 31, 2008 before
reclassification of
  interest earned on trust account                                                                                                                                                           |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   | 2,192,732  |   |   |            |  
|Reclassification of interest earned on trust
account since inception
  to additional paid-in capital                                                                                                                                                               |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       | 3,319,382   |   |   | (3,319,382 | ) |   |            |  
|Reclassification of Class B common stock value
subject to redemption
  to current liability                                                                                                                                                                        |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       | (44,014,447 | ) |   |           |   |   | (44,014,447 | )
|Proceeds from sale by beneficial owner of Class B
stock                                                                                                                                                                                                            |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       | 7,343       |   |   |            |   |   | 7,343       |  
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   |            |   |   |             |  
|Balance, July 31, 2008                                                                                                                                                                                                                                             |  |              | 1,065,100 |                       | $ | 107    |  |        | 8,189,824 |                    | $ | 819                                  |  | $     | 1,458,444   |   | $ | (1,126,650 | ) | $ | 332,720     |  
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   |            |   |   |             |  
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   |            |   |   |             |  
|Accretion relating to Class B common stock subject
to possible
  conversion                                                                                                                                                                                        |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       | (52,089     | ) |   |            |   |   | (52,089     | )
|Reclassification of interest earned on trust
account to additional
  paid-in capital                                                                                                                                                                               |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       | 260,575     |   |   | (260,575   | ) |   |            |  
|Reclassification of Class B common stock value
subject to redemption
  to current liability                                                                                                                                                                        |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       | (208,486    | ) |   |            |   |   | (208,486    | )
|Net income for the period                                                                                                                                                                                                                                          |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   | 109,604    |   |   | 109,604     |  
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   |            |   |   |             |  
|Balance, October 31, 2008                                                                                                                                                                                                                                          |  |              | 1,065,100 |                       | $ | 107    |  |        | 8,189,824 |                    | $ | 819                                  |  | $     | 1,458,444   |   | $ | (1,277,621 | ) | $ | 181,749     |  
|                                                                                                                                                                                                                                                                   |  |              |           |                       |   |        |  |        |           |                    |   |                                      |  |       |             |   |   |            |   |   |             |  

See Notes to Unaudited Condensed Financial Statements

4

---

---

Israel Growth Partners Acquisition Corp.
Condensed Statement of Cash Flows

(unaudited)

|                                                                                                                                                            |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------- | ------------ | ----------------------------------------------- | - | ----------------------------------------------------------- | - | - | -------------- | -
|                                                                                                                                                            |  | For the three
  months ended
  October 31, 2008 |              | For the three
  months ended
  October 31, 2007 |   | Period from inception
  (August 1, 2005) to
  July 31, 2008 |  
|                                                                                                                                                            |  |                                                 |              |                                                 |   |                                                             |  
|                                                                                                                                                            |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                                                                        |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|Net income for the period                                                                                                                                   |  | $                                               | 109,604      |                                                 | $ | 372,181                                                     |   | $ | 2,302,336      |  
|Adjustments to reconcile net income to net cash
used in operating
  activities:                                                                             |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|Gain on maturity of Securities held in Trust
Fund                                                                                                           |  |                                                 | (316,919     | )                                               |   | (474,552                                                    | ) |   | (3,559,155     | )
|Changes in operating assets and
liabilities:                                                                                                                |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|Decrease (increase) in interest receivable in
trust                                                                                                         |  |                                                 | 56,344       |                                                 |   | (3,713                                                      | ) |   | (20,802        | )
|Decrease in accounts receivable -
interest                                                                                                                  |  |                                                 |             |                                                 |   | 1,025                                                       |   |   |               |  
|Decrease (Increase) in prepaid expenses                                                                                                                     |  |                                                 | 14,954       |                                                 |   | (43,203                                                     | ) |   | (49,032        | )
|(Decrease) Increase in accrued expenses                                                                                                                     |  |                                                 | (18,239      | )                                               |   | (3,181                                                      | ) |   | 151,725        |  
|                                                                                                                                                            |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|Net cash used in operating activities                                                                                                                       |  |                                                 | (154,256     | )                                               |   | (151,443                                                    | ) |   | (1,174,928     | )
|                                                                                                                                                            |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|                                                                                                                                                            |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                                                                                        |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|Purchase of Securities held in trust                                                                                                                        |  |                                                 | (165,354,758 | )                                               |   | (791,583,964                                                | ) |   | (1,499,360,662 | )
|Maturity of Securities held in trust                                                                                                                        |  |                                                 | 165,354,758  |                                                 |   | 791,583,964                                                 |   |   | 1,447,668,862  |  
|                                                                                                                                                            |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|Net cash used in investing activities                                                                                                                       |  |                                                 |             |                                                 |   |                                                            |   |   | (51,691,800    | )
|                                                                                                                                                            |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                                                                                        |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|Proceeds from issuance of common stock to initial
stockholder                                                                                               |  |                                                 |             |                                                 |   |                                                            |   |   | 500            |  
|Proceeds from issuance of warrants                                                                                                                          |  |                                                 |             |                                                 |   |                                                            |   |   | 247,500        |  
|Proceeds from sale of underwriters purchase
option                                                                                                         |  |                                                 |             |                                                 |   |                                                            |   |   | 100            |  
|Portion of net proceeds from sale of Series B units
through public
  offering allocable to shares of common stock, Class B subject to possible
  conversion |  |                                                 |             |                                                 |   |                                                            |   |   | 10,327,338     |  
|Proceeds from sale by beneficial owner of Class B
stock                                                                                                     |  |                                                 |             |                                                 |   |                                                             |   |   | 7,343          |  
|Net proceeds from sale of Series A and B units
through public offering
  allocable to stockholders equity                                                  |  |                                                 |             |                                                 |   |                                                            |   |   | 42,568,390     |  
|                                                                                                                                                            |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|Net cash (used in) provided by financing
activities                                                                                                         |  |                                                 |             |                                                 |   |                                                            |   |   | 53,151,171     |  
|                                                                                                                                                            |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|                                                                                                                                                            |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|Net increase (decrease) in cash and cash
equivalents                                                                                                        |  |                                                 | (154,256     | )                                               |   | (151,443                                                    | ) |   | 284,443        |  
|                                                                                                                                                            |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|Cash and cash equivalents                                                                                                                                   |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|Beginning of period                                                                                                                                         |  |                                                 | 438,699      |                                                 |   | 1,123,856                                                   |   |   |               |  
|                                                                                                                                                            |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|End of period                                                                                                                                               |  | $                                               | 284,443      |                                                 | $ | 972,413                                                     |   | $ | 284,443        |  
|                                                                                                                                                            |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|Supplemental disclosure of non-cash financing
activities:                                                                                                   |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|Fair value of underwriter purchase option included
in offering costs                                                                                        |  | $                                               |             |                                                 | $ |                                                            |   | $ | 641,202        |  
|                                                                                                                                                            |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|Accretion of Trust Fund relating to Class B common
stock subject to
  possible coversion                                                                    |  | $                                               | (52,089      | )                                               | $ | (95,605                                                     | ) | $ | (721,487       | )
|                                                                                                                                                            |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|Reclassification of Class B common stock to
liability                                                                                                       |  | $                                               | 208,486      |                                                 | $ |                                                            |   | $ | 44,222,933     |  
|                                                                                                                                                            |  |                                                 |              |                                                 |   |                                                             |   |   |                |  
|Reclassification of Class B, subject to possible
coversion to
  liability                                                                                   |  | $                                               | 52,089       |                                                 | $ |                                                            |   | $ | 11,048,824     |  
|                                                                                                                                                            |  |                                                 |              |                                                 |   |                                                             |   |   |                |  

See Notes to Unaudited Condensed Financial Statements

5

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NOTE 1 
ORGANIZATION AND BUSINESS OPERATIONS

Israel Growth Partners Acquisition
Corp. (the Company) was incorporated in Delaware on August 1, 2005 to serve as
a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar
business combination with a currently unidentified operating business which has operations
or facilities located in Israel, or which is a company operating outside of Israel which
the Companys management believes would benefit from establishing operations or
facilities in Israel (a Target Business). All activity from inception (August
1, 2005) through October 31, 2008 related to the Companys formation and capital
raising activities. The Company has selected July 31 as its year end.

Recent Events

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 our 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 plans to distribute the amount held in the Trust Fund to
its Class B common stockholders and is planning to present to its shareholders a proposal
to allow for continued corporate existence following such distribution of amounts to its
Class B common stockholders, and if such proposal is not approved, a proposal for the
dissolution and liquidation of the Company. (See Note7)

As a result of the Companys intent to return the proceeds held in the Trust Fund to the
Class B common stockholders, $55,271,757 (which includes interest aggregating $20,802
receivable at October 31, 2008 and consisting of a $44.2 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 October 31, 2008.

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 present 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 and November 26,
2008, the Company filed a preliminary proxy statement, and amendments to that statement,
at the request of FIIG, to hold a special stockholders meeting to consider proposals for
the immediate distribution of the funds in the IPO trust account to the Class B common
stockholders and the cancellation of the outstanding shares of the Class B common stock,
without the requirement that the Company dissolve and liquidate, and to allow the Company
to continue its corporate existence after the distribution of the trust fund by removing
those provisions in the Companys certificate of incorporation that would require the
Company to dissolve or liquidate and that limit its status to a blank check company.
Additionally, the preliminary proxy statement contains a proposal to the Companys
stockholders to dissolve and liquidate the Company in the event the stockholders, at the
special meeting, duly reject the proposed amendments to the Companys certificate of
incorporation to allow it to continue its corporate existence.

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

6

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Organization

The registration statement for the
Companys initial public Offering (Offering) was declared effective on
July 11, 2006. The Company consummated the Offering of 500,000 series A Units (Note 2) and
4,600,000 Series B Units (Note 2) on July 18, 2006. On July 26, 2006, the Company
consummated the closing of an additional 32,500 Series A Units and 518,000 Series B Units
which were subject to an over-allotment option granted to the underwriters. The Offering
generated total net proceeds of approximately $52.9 million of which $51.7 million was
placed in trust. The Companys management has broad authority with respect to the
application of the proceeds of the Offering although substantially all of the proceeds of
the Offering are intended to be applied generally toward consummating a merger, capital
stock exchange, asset acquisition or other similar transaction with a Target Business (a
Business Combination). An amount of $55,271,757 including accrued interest of
$20,802 is being held in an interest-bearing trust account (Trust Fund) to be
returned to the holders of Class B common stock if a Business Combination is not
contracted in 18 months, or consummated in 24 months, subsequent to the Offering (the
Target Business Acquisition Period).

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

Going concern consideration  As
indicated in the accompanying financial statements, at October 31, 2008, the Company had
$284,443 in cash, current liabilities of $151,726 and working capital of $181,749.
Further, the Company has incurred and, if the stockholders of the Company approve the
proposal to continue the corporate existence of the Company after the distribution of the
trust fund, the Company expects to continue to incur costs in pursuit of its acquisition
plans. These factors, among others, indicate that the Company may be unable to continue
operations as a going concern unless further financing is consummated. There is no
assurance that the Companys plans to raise capital or to consummate a transaction
will be successful.

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).

7

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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 months ended
October 31, 2008 are not necessarily indicative of the results to be expected for any
other interim period of any future year.

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

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

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

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.

8

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As a result of the Companys
intent to distribute the Trust Fund to the Class B Common Stockholders as discussed in
Note 1, all amounts in the Trust Fund will be returned to the Class B Common Stockholders
including all interest income earned thereon. Due to the planned distribution to Class B
common shareholders and the inclusion therein of $3,579,957 of interest earned on the
Trust Fund to October 31, 2008 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 $3,579,957 interest on Trust Fund since the Offering) and $1.20 net loss per share of
common stock (based on net loss since inception of $1,277,621 excluding interest on the
Trust Fund) for the 10,236,000 and 1,065,100 shares respectively.

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

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

NEW ACCOUNTING
PRONOUNCEMENTS 

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

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

In September 2006, the FASB issued
SFAS No. 157, Fair Value Measurement (SFAS 157). SFAS 157 defines
fair value, establishes a framework for measuring it, and expands disclosures about fair
value measurements. SFAS 157 emphasizes that fair value is a market-based measurement, not
an entity-specific measurement, and sets out a fair value hierarchy with the highest
priority being quoted prices in active markets. SFAS 157 is effective for years beginning
after November 15, 2007. The Company is evaluating the impact, if any, the adoption of
this statement will have on its consolidated results of operations, financial position or
cash flows.

In February 2008, the FASB issued FSP
157-2, Partial Deferral of the Effective Date of Statement 157" (FSP
157-2). FSP 157-2 delays the effective date of SFAS 157 for all nonfinancial assets
and nonfinancial liabilities, except those that are recognized or disclosed at fair value
in the financial statements on a recurring basis (at least annually) to fiscal years
beginning after November 15, 2008. The Company is currently evaluating the impact of SFAS
157 on nonfinancial assets and nonfinancial liabilities, but does not expect the adoption
to have a material impact on its consolidated financial position, results of operations or
cash flows.

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.

9

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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, 2007 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 of
October 12, 2008.

Financial Advisory
Services

HCFP was been engaged by the Company
to act as the Companys non-exclusive investment banker in connection with a proposed
Business Combination, based upon the criteria for business combinations set forth in the
IPO underwriting agreement and IPO registration statement. 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. If the Company is dissolved and liquidated, the financial advisory service
agreement will be terminated. If the Companys stockholders approve a proposal to
continue the Companys corporate existence after liquidation of the trust fund, and
the Company subsequently enters into a business combination with an operating business
with the assistance of HCFP/Brenner, the Company expects that it would evaluate, based
upon the criteria for business combinations set forth in the IPO underwriting agreement
and IPO registration statement, whether HCFP/Brenner would be entitled to such a fee on
account of that business combination after the amendments to its certificate of
incorporation approved by its stockholders in connection with continuing the
Companys existence.

Solicitation Services

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

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
October 31, 2008, there are 1,065,100 shares of the Companys common stock issued and
outstanding and 10,236,000 shares of the Companys Class B stock issued and
outstanding, including 2,046,176 Class B common shares subject to possible conversion.

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

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

10

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NOTE 6  WARRANTS
AND OPTION TO PURCHASE COMMON STOCK

Warrants

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

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

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

Prior to entering into to the
registration rights agreement and the letter agreement on January 31, 2006, the Company
accounted for the Class W and Class Z Warrants issued to the initial security holders as
liabilities in accordance with the guidance of EITF 00-19, Accounting for Derivative
Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock.
Accordingly, the Company recorded the fair value of the warrants of $247,500 as a
non-current liability on its balance sheet from the date of issuance through January 31,
2006. As a result of entering into the registration rights agreement, the warrants no
longer are accounted for as liabilities and are classified in stockholders equity.
For the period from inception (August 1, 2005) to October 31, 2008, 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 October 31, 2008 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 October 31, 2008 there were 7,800,000 Class Z Warrants outstanding.

The Class W Warrants and Class Z
Warrants outstanding prior to the Offering, all of which are held by the Companys
initial 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.

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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.

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
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.

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On October 20, 2008 and November 26,
2008, the Company filed a preliminary proxy statement, and amendments to that 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.
Additionally, the preliminary proxy statement contains a proposal to the Companys
stockholders to dissolve and liquidate the Company in the event the stockholders, at the
special meeting, duly reject the proposed amendments to the Companys certificate of
incorporation to allow it to continue its corporate existence.

|Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

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 incorporated in Delaware as a blank check company on August 1, 2005, to serve as a
vehicle for the acquisition of an operating business which has operations or facilities
located in Israel, or which is a company operating outside of Israel which management
believes would benefit from establishing operations or facilities in Israel.

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.

Our
certificate of incorporation requires us to distribute to our Class B common stockholders
the amount in our Trust Fund, including any accrued interest, if we do 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.

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Our
offices are located at 85 Medinat Hayehudim Herzlia, Israel 46140 and our telephone number
is 972-9-960-2040.

We
do not currently have a website and consequently do not make available materials we file
with or furnish to the United States Securities and Exchange Commission, or SEC. We will
provide electronic or paper copies of such materials free of charge upon request.

For a description of the proceeds
generated in our IPO and a discussion of the use of such proceeds, we refer you to Notes 1
and 2 of the financial statements included in Part II, Item 8 of our Form 10-K filed on
October 31, 2008.

Recent Developments

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.

Special Meeting of
Stockholders

After
our announcement on July 18, 2008 and the end of our fiscal year ended July 31, 2008, FI
Investment Group LLC, or FIIG, the largest holder of shares of our common stock, requested
us to continue our corporate existence following distribution of the Trust Fund, rather
than effecting a dissolution.

On
September 12, 2008 we and FIIG, entered into an agreement under which, at the request of
FIIG, we agreed to propose to our stockholders, including the holders of our shares of
Class B common stock, as an alternative to dissolution, amendments to its certificate of
incorporation allowing us to maintain its corporate existence and provide for the prompt
distribution of the Trust Fund for the benefit of the holders of our Class B common stock
in connection with the cancellation of their Class B shares.

The
agreement also gave FIIG the right to appoint a member to our board of directors. We have
agreed, upon such appointment, to obtain the resignation of each of our current directors.
However, these resignations shall only take effect if the Companys stockholders
approve the proposed amendments to our certificate of incorporation, as amended, as
described in our proxy statement filed with the SEC, and after of the distribution of the
assets in the Trust Fund to the holders of our Class B common stock.

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The
agreement also states that FIIG will supply us with a credit facility upon reasonable
terms, if we reasonably determine that insufficient funds exist to meet our current and
anticipated obligations inclusive of any additional costs associated with gaining
stockholder approval for the Company to maintain its corporate existence (based upon a
review of similar transactions and their associated costs), for the period until the time
that our stockholders approve maintaining the Companys corporate existence and all
of the Trust Fund assets are distributed to the holders of our Class B common stock.

At
the request of FIIG, our board of directors considered certain amendments to our
certificate of incorporation, or the Distribution Amendments, that would (1) expressly
allow us to immediately 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 (2) allow us to continue our corporate
existence after the distribution of the Trust Fund by removing those provisions that would
require us to dissolve or liquidate and that limit our status to a blank check company.
After consideration, our board of directors has declared the advisability of the
amendments to our certificate of incorporation, and plans to present to our stockholders
the opportunity to vote on the Distribution Amendments at a special meeting of the
Companys stockholders. Additionally at the special meeting, our board of directors
plans to present to our stockholderswith a proposal to dissolve and liquidate the Company,
or the Liquidation Proposal, in the event the Distribution Amendments are not approved.
Information relating to this special meeting is included in our preliminary proxy
statement on Schedule 14A, filed with the United States Securities and Exchange
Commission, or SEC, on November 26, 2008.

Whether
the Distribution Amendments or the Liquidation Proposal are approved by the special
meeting, we will distribute to all of our Class B stockholders, in proportion to their
respective equity interest in the Class B common stock, an aggregate sum equal to the
amount in our Trust Fund, inclusive of any interest, and all then outstanding shares of
Class B common stock will be automatically cancelled. There will be no distribution from
the Trust Fund with respect to our common stock or our Class W and Class Z warrants. The
amount available for distribution per share of Class B common stock, including interest
earned on the Trust Fund, was $5.40 per share as of October 31, 2008.

If
the Distribution Amendments are approved by the special meeting our common stock and all
classes of warrants will remain outstanding. If the proposals in the special meeting are
not approved, our shareholders will be asked to consider the Liquidation Proposal, and if
approved, we will dissolve and liquidate the company and we expect that, based on the
amount of funds we currently hold outside of the Trust Fund and our anticipated
liabilities, the amount that would be available for distribution to our common
stockholders in liquidation, if any, would be less than $0.10 per share. Our warrant
holders will not be entitled to any amount upon liquidation and dissolution.

The
proceeds deposited in the Trust Fund could, however, become subject to the claims of our
creditors which could be prior to the claims of our Class B stockholders. Each of our
executive officers have agreed that they will be personally liable to ensure that the
proceeds in the Trust Fund are not reduced by the claims of vendors or other entities that
are owed money by us for services rendered or contracted for or products sold to us, or by
any target business, and that have not executed an agreement waiving any right, title,
interest or claim of any kind in or to any monies held in the trust; provided, however,
that such liability shall not extend to claims of target businesses brought under Israeli
law or in Israeli courts. We have questioned these individuals and reviewed their
financial information and believe that each of these individuals has a substantial net
worth. Moreover, because our offices are located in Israel, it is likely that the vendors
and other entities with which we do business will be located in Israel and prospective
target businesses will likely have operations or facilities in Israel. We therefore expect
that most claims that could be brought against us would be brought under Israeli law
and/or in Israeli courts and will be outside the indemnification obligations of our
executive officers. As a result, we believe that these individuals will be able to satisfy
their indemnification obligations. However, we cannot be certain that this will be the
case. Accordingly, the proceeds held in trust could be subject to claims which could take
priority over the claims of the holders of our Class B common stock. We cannot be certain
that the per-share distribution from the Trust Fund will not be less than $5.40 due to
claims of creditors.

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Additionally,
if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed
against us which is not dismissed, the proceeds held in the Trust Fund could be subject to
applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the
claims of third parties with priority over the claims of our stockholders. To the extent
any bankruptcy claims deplete the Trust Fund, we cannot be certain that we will be able to
return to our Class B stockholders at least $5.40 per share.

Trust Account

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

Results of Operations

Net
income for the three months ended October 31, 2008 of $109,604 consisted of interest
income on the Trust Fund investment of $260,575 and interest on cash and cash equivalents
of $1,403, offset by professional fees of $100,870, Delaware franchise taxes of $16,132
and other operating expenses of $35,372 which consist of $17,903 for a monthly
administrative services agreement with an affiliate, $14,954 for insurance, and $2,515 for
other expenses.

Net
income for the three months ended October 31, 2007 of $372,181 consisted of interest
income on the Trust Fund investment of $478,265, and interest on cash and cash equivalents
of $12,166, offset by professional fees of 82,791, $(6,535) for Delaware franchise tax,
and other operating expenses of $41,994, consisting of $22,500 for office space and other
administrative expenses, $16,110 for officer liability insurance, and $892 for travel, and
$2,492 for other operating expenses.

Net
income for the period from inception (August 1, 2005) to October 31, 2008 of $2,302,336
consisted of interest income on the Trust Fund investment of $3,579,957 and interest on
cash and cash equivalents of $91,624, offset by professional fees of $687,908, Delaware
franchise taxes of $237,600 and other operating expenses of $443,737, consisting of
$202,984 for a monthly administrative services agreement with an affiliate, $150,968 for
insurance, $66,987 for travel, and $22,798 for other expenses.

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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.

As
indicated in the accompanying financial statements, at October 31, 2008, we had $284,443
in cash, current liabilities of $151,726 and working capital of $181,749 outside of the
Trust Fund.     In addition to the above funds, our
agreement, dated September 12, 2008, with FIIG states that FIIG will supply us with a
credit facility upon reasonable terms, if we reasonably determine that insufficient funds
exist to meet our current and anticipated obligations inclusive of any additional costs
associated with gaining stockholder approval for the Company to maintain its corporate
existence (based upon a review of similar transactions and their associated costs), for
the period until the time that our stockholders approve maintaining the Companys
corporate existence and all of the Trust Fund assets are distributed to the holders of our
Class B common stock.         We have incurred, and if our stockholders approve the proposals to continue
the corporate existence of the Company after the distribution of the Trust Fund, we expect
to continue to incur, costs in pursuit of acquisition plans. If the proposals submitted to
our stockholders, discussed above, are not approved, we will commence dissolution and
liquidation. The costs of adopting and implementing a plan of dissolution and liquidation
would require expenditures to our counsel and financial advisors, among others, that would
reduce the amount ultimately available for distribution upon dissolution and liquidation.
We cannot assure you of the amount, if any, outside of the Trust Fund that would be
available if the amendments are not approved and we are required to adopt and implement a
plan of dissolution and liquidation. We expect, however, that the amount that would be
available for distribution to our common stockholders in liquidation would be less than
$0.10 per share.

If
the proposals submitted to our stockholders, discussed above, are approved allowing us not
to dissolve and liquidate, 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 the Companys plans to raise capital
or to consummate a transaction will be successful.

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

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Contractual Obligations
and Commitments

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

|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. | Control and Procedures
|-------- | ----------------------

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

Inherent Limitations on
Effectiveness of Controls

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

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PART II 
OTHER INFORMATION

|Item 4. | Submission of Matters to a Vote of Security Holders.
|------- | ----------------------------------------------------

On
October 20, 2008 and November 26, 2008, the Company filed a preliminary proxy statement,
and amendments to that statement, at the request of FIIG, to hold a special stockholders
meeting to consider proposals for the immediate distribution of the funds in the IPO trust
account to the Class B common stockholders and the cancellation of the outstanding shares
of the Class B common stock, without the requirement that the Company dissolve and
liquidate, and to allow the Company to continue its corporate existence after the
distribution of the trust fund by removing those provisions in the Companys
certificate of incorporation that would require the Company to dissolve or liquidate and
that limit its status to a blank check company. Additionally, the preliminary proxy
statement contains a proposal to the Companys stockholders to dissolve and liquidate
the Company in the event the stockholders, at the special meeting, duly reject the
proposed amendments to the Companys certificate of incorporation to allow it to
continue its corporate existence.

Information
relating to the matters submitted to a vote of our stockholders and the special meeting is
included in our preliminary proxy statement on Schedule 14A, as filed with the SEC.

|Item 6. | Exhibits
|------- | --------

| | Exhibits
| | --------

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

|3.1 |  | 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.
|--- | ----------------------------------------------------------------------------------------------------------------------------------

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# SIGNATURES

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

|Date: December 15, 2008 |  | ISRAEL GROWTH PARTNERS ACQUISITION CORP.By: /s/ Carmel Vernia
Carmel VerniaChief Executive Officer
|----------------------- |  | ----------------------------------------------------------------------------------------------------------------

| |  | By: /s/ Dror Gad
Dror GadChief Financial Officer
| |  | --------------------------------------------------------------

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