UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
20549
  Form 10-Q
  (Mark One)
  þ
              QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 For
the Quarterly Period Ended October 31, 2010
 o
              TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 For
the Transition Period
from          to
  Commission
File Number 000-51980
  ISRAEL
GROWTH PARTNERS ACQUISITION CORP.
 (Exact
Name of Registrant as Specified in Its Charter)
  Delaware
                (State
      or Other Jurisdiction of
                Incorporation
      or Organization)
              20-3233358
                (I.R.S.
      Employer
                Identification
      No.)
 
 4808
Moorland Lane
 Suite
109
 Bethesda,
Maryland 20814
 (301)
502-8602
 
 (Address
including zip code, and telephone number,
 including
area code, of principal executive offices)
  Not
applicable
 (Former
name, former address and former fiscal year, if changed since last
report)
  Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
  Yes þ     No o
  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
  Yes  ̈     No  ̈
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
  Large
      accelerated filer o
              Accelerated
      filer o
              Non-accelerated
      filer o
              Smaller
      reporting company þ
 (Do not
check if a smaller reporting company)
  Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).
  Yes þ     No  ̈
  As of
December 13, 2010, 2,465,100 shares of common stock, par value $0.0001 per
share, of the registrant were outstanding.
  
  TABLE
OF CONTENTS
  PagePART I -
      FINANCIAL INFORMATION
                  
                  3Item
      1.
                  
                  Financial
      Statements
                  
                  3Condensed
      Balance Sheets as of October 31, 2010  (unaudited) and July 31,
      2010 (audited)
                  
                  3Condensed Statements of
      Operations, for the three months endedOctober 31, 2010 and 2009,and for the period
      from August 1, 2005 (inception) to October 31, 2010
      (unaudited)
                  
                  4Condensed  Statement
      of Stockholders' Equity for the period from inception (August 1, 2005) to
      July 31, 2010 (audited) and the three months ended October 31,
      2010  (unaudited)
                  
                  5Condensed
      Statement of Cash Flows, for the three months ended October 31, 2010 and
      2009, for the period from August 1, 2005 (inception) to October 31, 2010
       (unaudited)
                  
                  6Notes
      to Unaudited Condensed Financial Statements
                  
                  7Item
      2.
                  
                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  
                  15Item
      4.
                  
                  Controls
      and Procedures
                  
                  16PART II -
      OTHER INFORMATION
                  
                  16Item
      1.
                  
                  Legal
      Proceedings
                  
                  16Item
      1A.
                  
                  Risk
      Factors
                  
                  17Item
      6.
                  
                  Exhibits
                  
                  17SIGNATURES
                  
                  18
  2
  PART
I
  Item
1.  Financial
Statements
  Israel
Growth Partners Acquisition Corp.
 Condensed
Balance Sheets
 
 As of
                                  
                                  
                                  As ofOctober 31, 2010
                                  
                                  
                                  July 31, 2010Unaudited
                                  
                                  
                                  AuditedASSETSCurrent
      Assets:Cash
      and cash equivalents
                                  
                                  $
                                  9,105
                                  
                                  
                                  $
                                  24,556Total
      assets
                                  
                                  $
                                  9,105
                                  
                                  
                                  $
                                  24,556LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      Liabilities:Accrued
      expenses
                                  
                                  $
                                  21,867
                                  
                                  
                                  $
                                  27,371Notes
      Payable due shareholders & directors
                                  
                                  
                                  36,000
                                  
                                  
                                  
                                  36,000Total
      current liabilities
                                  
                                  
                                  57,867
                                  
                                  
                                  
                                  63,371Commitments
      (Note 4)Stockholders'
      Equity (Deficit) (Notes 2, 4 and 5)Preferred
      stock, par value $.0001 per share,5,000
      shares authorized, 0 shares issuedand
      outstanding
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Common
      stock, par value $.0001 per share,80,000,000
      shares authorized, 2,465,100 sharesissued
      and outstanding at October 30, 2010 andJuly
      31, 2010
                                  
                                  
                                  247
                                  
                                  
                                  
                                  247Common
      stock, Class B, par value $.0001 per share,12,000,000
      shares authorized, 0 shares issuedand
      outstanding
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -Additional
      paid-in-capital
                                  
                                  
                                  1,499,792
                                  
                                  
                                  
                                  1,499,792Retained
      earnings (deficit) accumulated in the development stage
                                  
                                  
                                  (1,548,801
                                  )
                                  
                                  
                                  (1,538,854
                                  )Total
      stockholders' equity (deficit)
                                  
                                  
                                  (48,762
                                  )
                                  
                                  
                                  (38,815
                                  )Total
      liabilities and stockholders' equity (deficit)
                                  
                                  $
                                  9,105
                                  
                                  
                                  $
                                  24,556
 
 See Notes
to Unaudited Condensed Financial Statements
  3
  Israel
Growth Partners Acquisition Corp.
 Condensed
Statement of Operations
 
 For the Three Months Ended
                    
                    
                    Period from inceptionUnaudited
                    
                    
                    (August 1, 2005) toOctober 31, 2010
                    
                    
                    October 31, 2009
                    
                    
                    October 31, 2010Revenue
                    
                    
                    
                    
                    
                    
                    
                    $
                    -Operating
      expenses:Professional
      fees
                    
                    
                    4,399
                    
                    
                    
                    8,380
                    
                    
                    
                    854,157Delaware
      franchise tax
                    
                    
                    100
                    
                    
                    
                    -
                    
                    
                    
                    235,776Other
      general and administrative expenses (Note 4)
                    
                    
                    5,448
                    
                    
                    
                    906
                    
                    
                    
                    550,704Loss
      from operations
                    
                    
                    (9,947
                    )
                    
                    
                    (9,286
                    )
                    
                    
                    (1,640,637
                    )Interest
      Income
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    3,715,745Income
      (loss) before provision for income taxes
                    
                    
                    (9,947
                    )
                    
                    
                    (9,286
                    )
                    
                    
                    2,075,108Provision
      for income taxes
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      income (loss) for the period
                    
                    $
                    (9,947
                    )
                    
                    $
                    (9,286
                    )
                    
                    $
                    2,075,108Accretion
      of Trust Fund relating to Class B common stock subject to
      conversion
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (734,003
                    )Net
      income (loss) attributable to other Class B stockholders and common
      stockholders
                    
                    $
                    (9,947
                    )
                    
                    $
                    (9,286
                    )
                    
                    $
                    1,341,105Weighted
      average Class B common shares outstanding subject to conversion (no Class
      B common shares outstanding on October 31, 2009)
                    
                    
                    -
                    
                    
                    
                    -Net income per Class B common
      share subject to conversion,basic and diluted
                    
                    $
                    -
                    
                    
                    $
                    -Weighted average number of
      shares outstanding,basic and diluted
                    
                    
                    2,465,100
                    
                    
                    
                    1,065,100Net income (loss) per share,basic and diluted
                    
                    $
                    (0.00
                    )
                    
                    $
                    (0.01
                    )
 
 See Notes
to Unaudited Condensed Financial Statements
  4
  Israel
Growth Partners Acquisition Corp.
 Condensed
Statement of Stockholders' Equity for the period
 from
inception (August 1, 2005) to October 31, 2010
 
 DeficitAdditional
                                                                                      
                                                                                      
                                                                                      accumulated inCommon Stock
                                                                                      
                                                                                      
                                                                                      Common Stock, Class B
                                                                                      
                                                                                      
                                                                                      Paid -In
                                                                                      
                                                                                      
                                                                                      the developmentShares
                                                                                      
                                                                                      
                                                                                      Amount
                                                                                      
                                                                                      
                                                                                      Shares
                                                                                      
                                                                                      
                                                                                      Amount
                                                                                      
                                                                                      
                                                                                      Capital
                                                                                      
                                                                                      
                                                                                      stage
                                                                                      
                                                                                      
                                                                                      TotalBalance,August 1, 2005 (inception)
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      $
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      $
                                                                                      -
                                                                                      
                                                                                      
                                                                                      $
                                                                                      -
                                                                                      
                                                                                      
                                                                                      $
                                                                                      -
                                                                                      
                                                                                      
                                                                                      $
                                                                                      -Issuance
      of Common Stock to initial stockholder
                                                                                      
                                                                                      
                                                                                      100
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      500
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      500Issuance
      of 4,950,000 Warrants at $0.05 per Warrant
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      247,500
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      247,500Sale
      of 532,500 Series A Units, 5,118,000 Series B Units through public
      offering net of underwriters' discount and offering expenses and net of
      proceeds of 10,333,190 allocable to 2,046,176 shares of common stock,
      Class B subject to possible conversion
                                                                                      
                                                                                      
                                                                                      1,065,000
                                                                                      
                                                                                      
                                                                                      
                                                                                      107
                                                                                      
                                                                                      
                                                                                      
                                                                                      8,189,824
                                                                                      
                                                                                      
                                                                                      
                                                                                      819
                                                                                      
                                                                                      
                                                                                      
                                                                                      42,567,464
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      42,568,390Proceeds
      from sale of underwriters' purchase option
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      100
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      100Accretion
      relating to Class B common stock subject to possible
      conversion
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      (5,853
                                                                                      )
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      (5,853
                                                                                      )Net
      loss for the period
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      (84,852
                                                                                      )
                                                                                      
                                                                                      
                                                                                      (84,852
                                                                                      )Balance,
      July 31,
      2006
                                                                                      
                                                                                      
                                                                                      1,065,100
                                                                                      
                                                                                      
                                                                                      
                                                                                      107
                                                                                      
                                                                                      
                                                                                      
                                                                                      8,189,824
                                                                                      
                                                                                      
                                                                                      
                                                                                      819
                                                                                      
                                                                                      
                                                                                      
                                                                                      42,809,711
                                                                                      
                                                                                      
                                                                                      
                                                                                      (84,852
                                                                                      )
                                                                                      
                                                                                      
                                                                                      42,725,785Accretion
      relating to Class B common stock subject to possible
      conversion
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      (369,496
                                                                                      )
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      (369,496
                                                                                      )Net
      income for the period
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      1,479,275
                                                                                      
                                                                                      
                                                                                      
                                                                                      1,479,275Balance,
      July 31, 2007
                                                                                      
                                                                                      
                                                                                      1,065,100
                                                                                      
                                                                                      
                                                                                      $
                                                                                      107
                                                                                      
                                                                                      
                                                                                      
                                                                                      8,189,824
                                                                                      
                                                                                      
                                                                                      $
                                                                                      819
                                                                                      
                                                                                      
                                                                                      $
                                                                                      42,440,215
                                                                                      
                                                                                      
                                                                                      $
                                                                                      1,394,423
                                                                                      
                                                                                      
                                                                                      $
                                                                                      43,835,564Accretion
      relating to Class B common stock subject to possible
      conversion
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      (294,049
                                                                                      )
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      (294,049
                                                                                      )Net
      income for the period
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      798,309
                                                                                      
                                                                                      
                                                                                      
                                                                                      798,309Net
      income from inception to July 31, 2008 before reclassification of interest
      earned on trust account
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      2,192,732
                                                                                      
                                                                                      
                                                                                      
                                                                                      -Reclassification
      of interest earned on trust account since inception to additional paid-in
      capital
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      3,319,382
                                                                                      
                                                                                      
                                                                                      
                                                                                      (3,319,382
                                                                                      )
                                                                                      
                                                                                      
                                                                                      -Reclassification
      of Class B common stock value subject to redemption to current
      liability
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      (44,014,447
                                                                                      )
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      (44,014,447
                                                                                      )Proceeds
      from sale by beneficial owner of Class B stock
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      7,343
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      7,343Balance,
      July 31, 2008
                                                                                      
                                                                                      
                                                                                      1,065,100
                                                                                      
                                                                                      
                                                                                      $
                                                                                      107
                                                                                      
                                                                                      
                                                                                      
                                                                                      8,189,824
                                                                                      
                                                                                      
                                                                                      $
                                                                                      819
                                                                                      
                                                                                      
                                                                                      $
                                                                                      1,458,444
                                                                                      
                                                                                      
                                                                                      $
                                                                                      (1,126,650
                                                                                      )
                                                                                      
                                                                                      $
                                                                                      332,720Accretion
      relating to Class B common stock subject to possible
      conversion
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      (64,605
                                                                                      )
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      (64,605
                                                                                      )Reclassification
      of interest earned on trust account to additional paid-in
      capital
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      304,527
                                                                                      
                                                                                      
                                                                                      
                                                                                      (304,527
                                                                                      )
                                                                                      
                                                                                      
                                                                                      -Reclassification
      of Class B common stock value subject to redemption to current
      liability
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      (238,645
                                                                                      )
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      (238,645
                                                                                      )Cancellation
      of Class B Common Stock
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      (8,189,824
                                                                                      )
                                                                                      
                                                                                      
                                                                                      (819
                                                                                      )
                                                                                      
                                                                                      
                                                                                      819
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      -Net
      (Loss) for the period
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      (66,898
                                                                                      )
                                                                                      
                                                                                      
                                                                                      (66,898
                                                                                      )Balance,
      July 31, 2009
                                                                                      
                                                                                      
                                                                                      1,065,100
                                                                                      
                                                                                      
                                                                                      $
                                                                                      107
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      $
                                                                                      -
                                                                                      
                                                                                      
                                                                                      $
                                                                                      1,460,540
                                                                                      
                                                                                      
                                                                                      $
                                                                                      (1,498,075
                                                                                      )
                                                                                      
                                                                                      $
                                                                                      (37,428
                                                                                      )Capital
      contribution by shareholders
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      25,392
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      25,392Proceeds
      from the sale of common shares on June 30, 2010
                                                                                      
                                                                                      
                                                                                      1,400,000
                                                                                      
                                                                                      
                                                                                      
                                                                                      140
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      13,860
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      14,000Net
      (Loss) for the period
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      (40,779
                                                                                      )
                                                                                      
                                                                                      
                                                                                      (40,779
                                                                                      )Balance,
      July 31, 2010 (audited)
                                                                                      
                                                                                      
                                                                                      2,465,100
                                                                                      
                                                                                      
                                                                                      $
                                                                                      247
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      $
                                                                                      1,499,792
                                                                                      
                                                                                      
                                                                                      $
                                                                                      (1,538,854
                                                                                      )
                                                                                      
                                                                                      $
                                                                                      (38,815
                                                                                      )Net
      (Loss) for the period
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      
                                                                                      (9,947
                                                                                      )
                                                                                      
                                                                                      
                                                                                      (9,947
                                                                                      )Balance,
      October 31, 2010 (unaudited)
                                                                                      
                                                                                      
                                                                                      2,465,100
                                                                                      
                                                                                      
                                                                                      
                                                                                      247
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      1,499,792
                                                                                      
                                                                                      
                                                                                      
                                                                                      (1,548,801
                                                                                      )
                                                                                      
                                                                                      
                                                                                      (48,762
                                                                                      )
  See Notes
to Unaudited Condensed Financial Statements
  5
  Israel
Growth Partners Acquisition Corp.
 Condensed
Statement of Cash Flows
 
 For the three minth period ended
                    
                    
                    Period from inceptionUnaudited
                    
                    
                    (August 1, 2005) toOctober 31, 2010
                    
                    
                    October 31, 2009
                    
                    
                    October 31, 2010CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income (loss) for the period
                    
                    $
                    (9,947
                    )
                    
                    $
                    (9,286
                    )
                    
                    $
                    2,075,105Adjustments
      to reconcile net income to net cash used in operating
      activities:Gain
      on maturity of Securities held in Trust Fund
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (3,622,630
                    )Changes
      in operating assets and liabilities:Decrease
      (increase) in interest receivable in trust
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Decrease
      (Increase) in prepaid expenses
                    
                    
                    -
                    
                    
                    
                    0
                    
                    
                    
                    -(Decrease)
      Increase in accrued expenses
                    
                    
                    (5,504
                    )
                    
                    
                    3,584
                    
                    
                    
                    21,867Net
      cash used in operating activities
                    
                    
                    (15,451
                    )
                    
                    
                    (5,702
                    )
                    
                    
                    (1,525,658
                    )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of Securities held in trust
                    
                    
                    -
                    
                    
                    
                    (331,216,341
                    )
                    
                    
                    (1,665,222,246
                    )Maturity
      of Securities held in trust
                    
                    
                    -
                    
                    
                    
                    331,216,341
                    
                    
                    
                    1,613,530,446Net
      cash used in investing activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (51,691,800
                    )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of common stock to initial stockholder
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    500Proceeds
      from issuance of warrants
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    247,500Proceeds
      from advances from stockholders
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    25,392Proceeds
      from promissory notes
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    36,000Proceeds
      from the issuance of common stock
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    14,000Proceeds
      from sale of underwriters' purchase option
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    100Portion
      of net proceeds from sale of Series B units through public offering
      allocable to shares of common stock, Class B subject to possible
      conversion
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    10,327,338Proceeds
      from sale by beneficial owner of Class B stock
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    7,343Net
      proceeds from sale of Series A and B units through public offering
      allocable to stockholders' equity
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    42,568,390Net
      cash (used in) provided by financing activities
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    53,226,563Net
      increase (decrease) in cash and cash equivalents
                    
                    
                    (15,451
                    )
                    
                    
                    (5,702
                    )
                    
                    
                    9,105Cash
      and cash equivalentsBeginning
      of period
                    
                    
                    24,556
                    
                    
                    
                    22,689
                    
                    
                    
                    -End
      of period
                    
                    $
                    9,105
                    
                    
                    $
                    16,987
                    
                    
                    $
                    9,105Supplemental
      disclosure of non-cash financing activities:Fair
      value of underwriter purchase option included in offering
      costs
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    641,202Accretion
      of Trust Fund relating to Class B common stock subject to possible
      coversion
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    (735,003
                    )Reclassification
      of Class B common stock to liability
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Reclassification
      of Class B common stock, subject to possible conversion to
      liability
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
 
 See Notes
to Unaudited Condensed Financial Statements
  6
  NOTES
TO CONDENSED  FINANCIAL STATEMENTS
 
 NOTE
1 – ORGANIZATION AND BUSINESS OPERATIONS
 
 Israel
Growth Partners Acquisition Corp. (the “Company”) was incorporated in Delaware
on August 1, 2005 to serve as a vehicle to effect a merger, capital stock
exchange, asset acquisition or other similar business combination with a
currently unidentified operating business which has operations or facilities
located in Israel, or which is a company operating outside of Israel which the
Company’s management believes would benefit from establishing operations or
facilities in Israel (a “Target Business”). All activity from inception (August
1, 2005) through October 31, 2010 related to the Company’s formation and capital
raising activities. The Company has selected July 31 as its year
end.
 
 The
Company is considered to be a development stage company and, as such, the
financial statements presented herein are presented in accordance with Statement
of Financial Accounting Standards (“SFAS”) No. 7, Accounting and Reporting By
Development Stage Enterprises.
 
 Organization
 
 The
registration statement for the Company’s initial public offering (“Offering”)
was declared effective on July 11, 2006. The Company consummated the Offering of
500,000 Series A Units (Note 2) and 4,600,000 Series B Units (Note 2) on July
18, 2006. On July 26, 2006, the Company consummated the closing of an additional
32,500 Series A Units and 518,000 Series B Units which were subject to an
over-allotment option granted to the underwriters. The Offering generated total
net proceeds of approximately $52.9 million, of which $51.7 million was placed
in trust. The Company’s management had broad authority with respect to the
application of the proceeds of the Offering although substantially all of the
proceeds of the Offering are intended to be applied generally toward
consummating a merger, capital stock exchange, asset acquisition or other
similar transaction with a Target Business (a “Business Combination”). An amount
of $55,011,182, including accrued interest of $77,146, was being held in an
interest-bearing trust account (“Trust Fund”) to be returned to the holders of
Class B common stock if a Business Combination was  not contracted in
18 months, or consummated in 24 months, subsequent to the Offering (the “Target
Business Acquisition Period”).
 
 Both the
Company’s common stock and Class B common stock had one vote per share. However,
the Class B stockholders could, and the common stockholders could not, vote in
connection with a Business Combination. Since a Business Combination was not
consummated during the Target Business Acquisition Period, as noted above, the
Trust Fund will be distributed pro-rata to all of the Class B common
stockholders and their Class B common shares will be cancelled and returned to
the status of authorized but unissued shares. Common stockholders will not
receive any of the proceeds from the Trust Fund.
 
 Operations
 
 The
registration statement for the Company’s 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 a Trust Fund. The Company’s
management was given broad authority with respect to the application of the
proceeds of the Offering although substantially all of the proceeds of the
Offering were intended to be applied generally toward a Business
Combination.  Under the terms of the Company’s certificate of
incorporation, the funds held in the Trust Fund were required to be returned to
the holders of Class B common stock if a Business Combination was not contracted
in 18 months, or consummated in 24 months, subsequent to Target Business
Acquisition Period.  Under the Offering, the Company indicated its intent
to dissolve in the event of a failure to consummate a Business Combination
within the Target Business Acquisition Period.
 
 Both the
Company’s common stock and Class B common stock had one vote per share. However,
the Class B stockholders could, and the common stockholders could not, vote in
connection with a Business Combination.
 
 On March
6, 2008, the Company entered into a merger agreement with Negevtech Ltd. (“Negevtech”), an Israeli
company. On July 18, 2008, the Company announced that it and Negevtech had
terminated their definitive agreement due to an inability to consummate the
transaction by that date, which was the last possible date that the Company
could consummate a transaction under its certificate of incorporation as
amended.  As a result, the Company announced plans to distribute the amount
held in the Trust Fund to its Class B stockholders.
  7
  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.  Additionally, it provided for the resignation of each
of the Company’s directors and officers that were serving the Company as of the
date of the agreement upon the Company’s stockholders approval of the amendments
to the Company’s certificate of incorporation described in the agreement and
after all of the assets in the Trust Fund are distributed to the holders of
Class B common stock.
 
 On
October 14, 2008, the Company announced that it had determined, in light of
current market uncertainties, to authorize the transfer of the funds being held
in the IPO trust account from a money market fund invested primarily in
municipal bonds into the Federated Treasury Obligations Fund - Institutional
Shares ($33.5 billion in assets as of September 30, 2008), a money market fund
invested in U.S. treasury and treasury repurchase agreements. The fund is held
in a brokerage account at Barclays Capital. The IPO trust account assets are
held in a custodial account at State Street Bank & Trust. The transfer of
$55,222,377.61 in IPO trust account assets was effected at par on October 7,
2008.
 
 On
October 20, 2008, the Company filed a preliminary proxy statement, at the
request of FIIG, to hold a special stockholders meeting to consider proposals
for the distribution of the funds in the IPO trust account to the Class B common
stockholders and the cancellation of the outstanding shares of the Class B
common stock, without the requirement that the Company dissolve and liquidate,
and to allow the Company to continue its corporate existence after the
distribution of the Trust Fund by removing those provisions in the Company’s
certificate of incorporation that would require the Company to dissolve or
liquidate and that limit its status to a blank check company.
 
 On
January 27, 2009, the Company’s board of directors set a meeting date of
February 16, 2009 for the Company’s special meeting of stockholders to be held
to consider proposals to approve certain amendments to the Company’s certificate
of incorporation to allow the Company to distribute the proceeds of the
Company’s IPO trust account to the holders of its Class B common stock, and to
allow the Company to continue its corporate existence after the distribution of
the trust account, without requiring the dissolution and liquidation of the
Company or to approve the dissolution and liquidation of the
Company.
 
 At a
special meeting of stockholders held on February 16, 2009, the Company’s
stockholders approved a proposal to distribute the Company’s Trust Fund for the
benefit of its Class B common stockholders, without the requirement that the
Company dissolve and liquidate.  As a result of the stockholder vote, the
Company filed an amendment to its certificate of incorporation which resulted in
the cancellation of all shares of the Company’s Class B common stock, and the
conversion of those shares into the right to receive a pro rata share of the
Trust Fund distribution.  Thereafter, the Company’s Class B common stock
and Series B Units ceased to be quoted on the over-the-counter bulletin board
and ceased to trade or be tradeable, and the Trust Fund was distributed to the
holders of Class B common stock.  The total amount of funds in the Trust
Fund distributed to the holders of Class B common stock was $55,315,709. 
 FIIG, the largest holder of shares of the Company’s common stock, became
the Company’s majority stockholder as a result of the cancellation of the
outstanding Class B common stock.
 
 At a
continuation of the special stockholder meeting held on February 17, 2009, the
Company’s stockholders (then consisting only of holders of common stock)
approved proposals to amend and restate the Company’s certificate of
incorporation to (1) remove certain blank check company-related restrictions,
including provisions which required the Company to dissolve following the
distribution of the trust account and provisions authorizing the Class B common
stock, and (2) increase the authorized shares of common stock from 40,000,000
shares to 80,000,000 shares.  As a result of this stockholder vote, the
Company filed an amended and restated certificate of incorporation, which
allowed the Company to continue its corporate existence following the
distribution of the Trust Fund.
 
 At a
meeting of the Company’s board of directors held on March 13, 2009, the board of
directors appointed Richard J. Roth, FIIG’s Managing Director and Chief
Financial Officer, and Abhishek Jain, Chief Executive Officer of WTP Capital,
LLC, to the board of directors.  Immediately following the appointment of
Mr. Roth and Mr. Jain, each of the remaining members of the board of directors,
Matty Karp, Carmel Vernia and Dror Gad, resigned from the board of directors and
as officers of the Company, resulting in Mr. Roth and Mr. Jain continuing as the
sole members of the board of directors.
 
 On
December 16, 2009 and June 29, 2010, an officer and shareholder of the Company
advanced the Company $10,000 and $15,392, respectively, in order to continue to
fund its operations. The advances were non-interest bearing. These advances
were later converted into shareholders equity.
  8
 
 On June
30, 2010, the Company issued and sold 1,400,000 shares of common stock (par
value of $.0001) at a price of $.01 per share (total proceeds of $14,000) to
Moorland Lane Partners, LLC (57% of the common shares issued and outstanding
after the transaction).  Upon purchase of these shares, the sole director
of the Company (Richard J. Roth) resigned and was replaced with a designee
director of Moorland Lane Partners, LLC.
 
 On July
1, 2010, Moorland Lane Partners, LLC, a shareholder of the Company, agreed to
extend up to a $50,000 loan to the Company for which the Company issued a
note.  The note bears interest at a rate of 10% annually and is due and
payable on July 1, 2011. The lender has advanced $36,000 against the note as of
July 31, 2010.
 
 Going
concern consideration
 
 At
October 31, 2010, the Company had $9,105 in cash, current liabilities of $57,867
and working capital deficit of $48,762. Further, the Company has incurred and
expects to continue to incur costs in pursuit of its acquisition plans. These
factors, among others, indicate that the Company may be unable to continue
operations as a going concern unless further financing is consummated. There is
no assurance that the Company’s plans to raise capital or to consummate a
transaction will be successful.
 
 Interim
financial statements
 
 The
accompanying unaudited condensed financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
(“SEC”) and should be read in conjunction with the Company’s audited financial
statements and footnotes thereto for the year ended July 31, 2010, included in
the Company’s Form 10-K filed on November 15, 2010. 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, 2010 are not necessarily indicative of the results to be
expected for any other interim period of a future year.
 
 NOTE
2 – OFFERING
 
 In the
Offering, effective July 11, 2006, the Company sold to the public an aggregate
of 532,500 Series A Units (the “Series A Units” or a “Series A Unit”) and
5,118,000 Series B Units (the “Series B Units” or a “Series B Unit”) at a price
of $8.50 and $10.10 per unit, respectively. Proceeds from the Offering, totaled
approximately $52.9 million, which was net of approximately $3.3 million in
underwriting expenses and other registration costs incurred through July 26,
2006. Each Series A Unit consists of two shares of the Company’s common stock,
and ten Class Z Warrants (each, a “Class Z Warrant”). Each Series B Unit
consists of two shares of the Company’s Class B common stock, and two Class W
Warrants (each, a “Class W Warrant”).
 
 Each
Class W Warrant included in the units sold in the Offering entitles the holder
to purchase from the Company one share of common stock at an exercise price of
$5.00, subject to adjustment in certain circumstances, commencing on the later
of (a) July 11, 2007 and (b) the completion of a Business Combination. The Class
W Warrants will expire on July 10, 2011 or earlier upon redemption. Each Class Z
Warrant included in the units sold in the Offering entitles the holder to
purchase from the Company one share of common stock at an exercise price of
$5.00, subject to adjustment in certain circumstances, commencing on the later
of (a) July 11, 2007 and (b) the completion of a Business Combination. The Class
Z Warrants will expire on July 10, 2013 or earlier upon redemption. The Company
may redeem the outstanding Class W Warrants and/or Class Z Warrants with the
prior consent of HCFP/Brenner Securities LLC (“HCFP”), the representative of the
underwriters of the Offering, in whole or in part, at a price of $.05 per
warrant at any time after the warrants become exercisable, upon a minimum of 30
days’ prior written notice of redemption, and if, and only if, the last sale
price of the Company’s common stock equals or exceeds $7.50 per share and $8.75
per share, for a Class W Warrant and a Class Z Warrant, respectively, for any 20
trading days within any 30 trading day period ending three business days before
the Company sent the notice of redemption.
 
 The
Company has also sold to certain of the underwriters, for an aggregate of $100,
an option (the “Underwriter’s Purchase Option” or “UPO”) to purchase up to a
total of 25,000 additional Series A Units and/or 230,000 additional Series B
Units (see Note 6).
 
 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 CASH AND CASH EQUIVALENTS–
Included in cash and cash equivalents are deposits with financial institutions
as well as short-term money market instruments with maturities of three months
or less when purchased.
  9
  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 at July 31, 2008 consisted of municipal money
fund securities with maturities of up to 30 days. Such securities generate
current income which is exempt from federal income tax and therefore no
provision for income taxes is required for the periods ended October 31, 2009 or
2008.   The entire amount in the Trust Fund was transferred on October
7, 2008 at par into the Federated Treasury Obligations Fund - Institutional
Shares ($33.5 billion in assets as of September 30, 2008), a money market fund
invested in U.S. treasury and treasury repurchase agreements. The fund was held
in a brokerage account at Barclays Capital. See Note 1 – Organization and
Business Operations.  On February 16, 2009 the total amount of funds in the
Trust Fund totaling $55,315,709 were distributed to the holders of the Class B
Common Stock.
 
 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, 2010.
 
 FAIR VALUE OF FINANCIAL INSTRUMENTS– FASB ASC Topic 820, “Fair Value
measurement and Disclosures”, an Accounting Standard Update (“Update”). In September
2009, the FASB issued this Update to amendments to Subtopic 82010, “Fair Value Measurements and Disclosures”.
Overall, for the fair value measurement of investments in certain entities that
calculates net asset value per share (or its equivalent). The amendments in this
Update permit, as a practical expedient, a reporting entity to measure the fair
value of an investment that is within the scope of the amendments in this Update
on the basis of the net asset value per share of the investment (or its
equivalent) if the net asset value of the investment (or its equivalent) is
calculated in a manner consistent with the measurement principles of Topic 946
as of the reporting entity’s measurement date, including measurement of all or
substantially all of the underlying investments of the investee in accordance
with Topic 820. The amendments in this Update also require disclosures by major
category of investment about the attributes of investments within the scope of
the amendments in this Update, such as the nature of any restrictions on the
investor’s ability to redeem its investments at the measurement date, any
unfunded commitments (for example, a contractual commitment by the investor to
invest a specified amount of additional capital at a future date to fund
investments that will be made by the investee), and the investment strategies of
the investees. The major category of investment is required to be determined on
the basis of the nature and risks of the investment in a manner consistent with
the guidance for major security types in GAAP on investments in debt and equity
securities in paragraph 320-10-50-lB. The disclosures are required for all
investments within the scope of the amendments in this Update regardless of
whether the fair value of the investment is measured using the practical
expedient. The amendments in this Update apply to all reporting entities that
hold an investment that is required or permitted to be measured or disclosed at
fair value on a recurring or non recurring basis and, as of the reporting
entity’s measurement date, if the investment meets certain criteria The
amendments in this Update are effective for the interim and annual periods
ending after December 15, 2009. Early application is permitted in financial
statements for earlier interim and annual periods that have not been
issued.
 
 USE OF ESTIMATES– The
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
  10
  NEW
ACCOUNTING PRONOUNCEMENTS
 
 ·
              FASB ASC
      Topic 855, “Subsequent Events”. In May 2009, the FASB issued
      FASB ASC Topic 855, which establish general standards of accounting and
      disclosure of events that occur after the balance sheet date but before
      financial statements are issued or are available to be issued. In
      particular, this Statement sets forth: (i) the period after the balance
      sheet date during which management of a reporting entity should evaluate
      events or transactions that may occur for potential recognition or
      disclosure in the financial statements, (ii) the circumstances under which
      an entity should recognize events or transactions occurring after the
      balance sheet date in its financial statements, (iii) the disclosures that
      an entity should make about events or transactions that occurred after the
      balance sheet date. This FASB ASC Topic should be applied to the
      accounting and disclosure of subsequent events. This FASB ASC Topic does
      not apply to subsequent events or transactions that are within the scope
      of other applicable accounting standards that provide different guidance
      on the accounting treatment for subsequent events or transactions. This
      FASB ASC Topic was effective for interim and annual periods ending after
      June 15, 2009, which was June 30, 2009 for the Company. The adoption of
      this topic did not have a material impact on the Company’s financial
      statements and disclosures.
 
 ·
              FASB ASC
      Topic 105, “The FASB Accounting Standard Codification and the Hierarchy of
      Generally Accepted Accounting Principles”(“GAAP”). In June
      2009, the FASB issued FASB ASC Topic 105, which became the source of
      authoritative GAAP recognized by the FASB to be applied by nongovernmental
      entities. Rules and interpretive releases of the SEC under authority of
      federal securities laws are also sources of authoritative GAAP for SEC
      registrants. On the effective date of this FASB ASC Topic, the
      Codification will supersede all then-existing non-SEC accounting and
      reporting standards. All other non-SEC accounting literature not included
      in the Codification will become non-authoritative. This FASB ASC Topic
      identifies the sources of accounting principles and the framework for
      selecting the principles used in preparing the financial statements of
      nongovernmental entities that are presented in conformity with GAAP. This
      FASB ASC Topic also, arranged these sources of GAAP in a hierarchy for
      users to apply accordingly. In other words, the GAAP hierarchy will be
      modified to include only two levels of GAAP: authoritative and
      non-authoritative. This FASB ASC Topic is effective for financial
      statements issued for interim and annual periods ending after September
      15, 2009. The adoption of this topic did not have a material impact on the
      Company’s disclosure of the financial
  statements
 
 ·
              FASB ASC
      Topic 320, “Recognition and Presentation of Other-Than-Temporary
      Impairments”.In
      April 2009, the FASB issued FASB ASC Topic 320 which amends the
      other-than-temporary impairment guidance in GAAP for debt securities to
      make the guidance more operational and to improve the presentation and
      disclosure of other-than-temporary impairments on debt and equity
      securities in the financial statements. This FASB ASC Topic does not amend
      existing recognition and measurement guidance related to
      other-than-temporary impairments of equity securities. The FASB ASC
      Topic is effective for interim and annual reporting periods ending
      after June 15, 2009, with early adoption permitted for periods ending
      after March 15, 2009. Earlier adoption for periods ending before March 15,
      2009 is not permitted. This FASB ASC Topic does not require disclosures
      for earlier periods presented for comparative purposes at initial
      adoption. In periods after initial adoption, this FASB ASC Topic requires
      comparative disclosures only for periods ending after initial adoption.
      The adoption of this topic did not have a material impact on the Company’s
      financial statements and
disclosures.
 
 The
Company is evaluating the impact that the following recently issued accounting
pronouncements may have on its financial statements and disclosures; however,
the belief is that there will be no material impact.
 
 ·
              FASB ASC
      Topic 860, “Accounting for Transfer of Financial Asset”.In June 2009, the FASB issued
      additional guidance under FASB ASC Topic 860, “Accounting
      for Transfer and Servicing of Financial Assets and Extinguishment of
      Liabilities", which
      improves the relevance, representational faithfulness, and comparability
      of the information that a reporting entity provides in its financial
      statements about a transfer of financial assets; the effects of a transfer
      on its financial position, financial performance, and cash flows; and a
      transferor’s continuing involvement, if any, in transferred financial
      assets. The FASB undertook this project to address (i) practices that
      have developed since the issuance of FASB ASC Topic 860 that are not
      consistent with the original intent and key requirements of that statement
      and (ii) concerns of financial statement users that many of the financial
      assets (and related obligations) that have been derecognized should
      continue to be reported in the financial statements of transferors. This
      additional guidance requires that a transferor recognize and initially
      measure at fair value all assets obtained (including a transferor’s
      beneficial interest) and liabilities incurred as a result of a transfer of
      financial assets accounted for as a sale. Enhanced disclosures are
      required to provide financial statement users with greater transparency
      about transfers of financial assets and a transferor’s continuing
      involvement with transferred financial assets. This additional guidance
      must be applied as of the beginning of each reporting entity’s first
      annual reporting period that begins after November 15, 2009, for interim
      periods within that first annual reporting period and for interim and
      annual reporting periods thereafter. Earlier application is prohibited.
      This additional guidance must be applied to transfers occurring on or
      after the effective
date.
  11
 
 ·
              FASB ASC
      Topic 810, “Variables Interest Entities”. In June 2009, the FASB issued
      FASB ASC Topic 810, which requires an enterprise to perform an analysis to
      determine whether the enterprise’s variable interest or interests give it
      a controlling financial interest in a variable interest entity. This
      analysis identifies the primary beneficiary of a variable interest entity
      as the enterprise that has both of the following characteristics: (i) the
      power to direct the activities of a variable interest entity that most
      significantly impact the entity’s economic performance and (ii) the
      obligation to absorb losses of the entity that could potentially be
      significant to the variable interest entity or the right to receive
      benefits from the entity that could potentially be significant to the
      variable interest entity. Additionally, an enterprise is required to
      assess whether it has an implicit financial responsibility to ensure that
      a variable interest entity operates as designed when determining whether
      it has the power to direct the activities of the variable interest entity
      that most significantly impact the entity’s economic performance. This
      FASB ASC Topic requires ongoing reassessments of whether an enterprise is
      the primary beneficiary of a variable interest entity and eliminate the
      quantitative approach previously required for determining the primary
      beneficiary of a variable interest entity, which was based on determining
      which enterprise absorbs the majority of the entity’s expected losses,
      receives a majority of the entity’s expected residual returns, or both.
      This FASB ASC Topic shall be effective as of the beginning of each
      reporting entity’s first annual reporting period that begins after
      November 15, 2009, for interim periods within that first annual reporting
      period, and for interim and annual reporting periods thereafter. Earlier
      application is prohibited.
 
 ·
              FASB ASC
      Topic 740, “Income Taxes”, an Accounting
      Standard Update. In September 2009, the FASB issued this Update to address
      the need for additional implementation guidance on accounting for
      uncertainty in income taxes. The guidance answers the following questions:
      (i) is the income tax paid by the entity attributable to the entity or its
      owners? (ii) what constitutes a tax position for a pass-through entity or
      a tax-exempt not-for-profit entity? (iii) how should accounting for
      uncertainty in income taxes be applied when a group of related entities
      comprise both taxable and nontaxable entities? In addition, this Updated
      decided to eliminate the disclosures required by paragraph 740-10-50-15(a)
      through (b) for nonpublic entities. The implementation guidance will apply
      to financial statements of nongovernmental entities that are presented in
      conformity with GAAP. The disclosure amendments will apply only to
      nonpublic entities as defined in Section 740-10-20. For entities that are
      currently applying the standards for accounting for uncertainty in income
      taxes, the guidance and disclosure amendments are effective for financial
      statements issued for interim and annual periods ending after September
      15, 2009.
 
 Management
does not believe that any other recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
Company’s financial statements.
 
 NOTE
4 – COMMITMENTS
 
 Administrative
Services
 
 Commencing
on July 11, 2006, the effective date of the Offering, the Company was obligated
to pay an affiliate of the Company’s chief financial officer, $7,500 per month
for office, secretarial and administrative services. An amount of $0 for both
the three month periods ended October 31, 2010 and 2009, respectively, is
included in general and administrative expenses on the accompanying statements
of operations and $202,984 for the period from Inception (August 1, 2005) to
October 31, 2010. The administrative service agreement was terminated on October
18, 2008.
 
 Financial
Advisory Services
 
 HCFP was
been engaged by the Company to act as the Company’s non-exclusive investment
banker in connection with a proposed Business Combination. For assisting the
Company in structuring and negotiating the terms of a Business Combination, the
Company would have paid HCFP a cash transaction fee of $1,500,000 upon
consummation of a Business Combination. The financial advisory service agreement
has been terminated.
 
 Solicitation
Services
 
 The
Company had engaged HCFP, on a non-exclusive basis, to act as its agent for the
solicitation of the exercise of the Company’s Class W Warrants and Class Z
Warrants. In consideration for solicitation services, the Company would have
paid HCFP a commission equal to 5% of the exercise price for each Class W
Warrant and Class Z Warrant exercised after July 10, 2007 if the exercise is
solicited by HCFP. No solicitation services were provided during the three month
period ended October 31, 2010 and the agreement has been
terminated.
  12
  NOTE
5 – CAPITAL STOCK
 
 Preferred
Stock
 
 The
Company is authorized to issue up to 5,000 shares of Preferred Stock with such
designations, voting, and other rights and preferences as may be determined from
time to time by the board of directors. No preferred shares were issued and
outstanding at October 31, 2010 or 2009.
 
 Common
Stock and Class B Common Stock
 
 The
Company is authorized to issue 80,000,000 shares of common stock. As of October
31, 2010, there are 2,465,100 shares of the Company’s common stock issued and
outstanding. As of October  31, 2010, there are 45,567,000 authorized
but unissued shares of the Company’s common stock available for future issuance,
after appropriate reserves for the issuance of common stock in connection with
the Class W Warrants and Class Z Warrants, the Underwriters Purchase Option and
the officer’s and director’s Class W Warrants and Class Z Warrants.
 
 The
Company currently has no commitments to issue any shares of common stock other
than as described herein; however, the Company will, in all likelihood, issue a
substantial number of additional shares in connection with any Business
Combination or future financing of the Company. To the extent that additional
shares of common stock are issued, dilution to the interests of the Company’s
stockholders who participated in the Offering will occur.
 
 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 security holders, for an aggregate
purchase price of $247,500, or $0.05 per warrant.
 
 The Class
W Warrants 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 the registration rights agreement and the letter agreement on
January 31, 2006, the Company accounted for the Class W Warrants 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 July 31,
2010, no income (loss) was recorded related to recording the derivative to
market value as there was no change in the fair value of such securities. The
Company determined the fair value of the Class W Warrants 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 Warrants 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.
  13
  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, 2010 there
were 12,711,000 Class W Warrants outstanding.
 
 Each
Class Z Warrant issued in the Offering and to the initial security holders is
exercisable with cash for one share of common stock. Except as set forth below,
the Class Z Warrants entitle the holder to purchase shares at $5.00 per share,
subject to adjustment in the event of stock dividends and splits,
reclassifications, combinations and similar events for a period commencing on
the later of: (a) completion of the Business Combination and (b) July 10, 2007
and ending July 10, 2013. As of  October 31, 2010 there were 7,800,000
Class Z Warrants outstanding.
 
 The Class
W Warrants and Class Z Warrants outstanding prior to the Offering, all of which
are held by the Company’s initial security holders or their affiliates, shall
not be redeemable by the Company as long as such Warrants continue to be held by
such security holders or their affiliates. Except as set forth in the preceding
sentence, the Company may redeem the Class W Warrants and/or Class Z Warrants
with the prior consent of HCFP, in whole or in part, at a price of $.05 per
Warrant at any time after the Warrants become exercisable, upon a minimum of 30
days’ prior written notice of redemption, and if, and only if, the last sale
price of the Company’s common stock equals or exceeds $7.50 per share and $8.75
per share, for a Class W Warrant and Class Z Warrant, respectively, for any 20
trading days within a 30 trading day period ending three business days before
the Company sent the notice of redemption (the “Measurement Period”). In
addition, the Company may not redeem the Class W Warrants and/or the Class Z
Warrants unless the shares of common stock underlying such warrants are covered
by an effective registration statement from the beginning of the Measurement
Period through the date fixed for redemption.
 
 The Class
W Warrants 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.
  14
  Item 2.Management’s Discussion
and Analysis of Financial Condition and Results of
Operations
  The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes that appear elsewhere in this report and in our
annual report on Form 10-K for the year ended July 31,
2010.
  This
report includes forward-looking statements that are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by the use of words such as
“anticipate,” “believe,” “estimate,” “may,” “intend,” “expect,” “will,”
“should,” “seeks” or other similar expressions. Forward-looking statements
reflect our plans, expectations and beliefs, and involve inherent risks and
uncertainties, many of which are beyond our control. You should not place undue
reliance on any forward-looking statement, which speaks only as of the date
made. Our actual results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to these
differences include those discussed below and elsewhere in this report as well
as  in “Risk Factors” in Item 1A of Part I of our annual
report on Form 10-K for the year ended July 31, 2010.
  General
  We were
formed on August 1, 2005 to serve as a vehicle to effect a merger, capital stock
exchange, asset acquisition or other similar business combination with a
currently unidentified operating business which has operations or facilities
located in Israel, or which is a company operating outside of Israel which our
management believes would benefit from establishing operations or facilities in
Israel.On July 18,
2006, we completed our initial public offering of 500,000 Series A Units and
4,600,000 Series B Units.   We have neither engaged in any
operations, nor generated any revenues, nor incurred any debt or expenses other
than in connection with our initial public offering and thereafter, expenses
related to identifying and pursuing acquisitions of targets and expenses related
to liquidating our trust fund for the benefit of our Class B common stockholders
and reconstituting the Company as an ongoing business corporation.  We
have incurred expenses only in connection with (i) the preparation and filing of
our quarterly reports on Form 10-Q, annual reports on Form 10-K and proxy
statements in connection with the February 16, 2009 Stockholders’ Meeting and
(ii) travel expenses related to finding and developing acquisition
candidates.  Our travel expense policies are consistent with good
business practice, and we try to minimize such costs to the extent
possible.
  At a
special meeting of our stockholders held on February 16, 2009, our stockholders
approved a proposal to distribute our trust fund for the benefit of our Class B
common stockholders, without the requirement that we dissolve and
liquidate.  As a result of the stockholder vote, we filed an amendment
to our certificate of incorporation which resulted in the cancellation of all
shares of our Class B common stock, and the conversion of those shares into the
right to receive a pro rata share of the trust fund
distribution.  Thereafter, our Class B common stock and Series B Units
ceased to be quoted on the Over-The-Counter bulletin board and ceased to trade
or be tradable, and the trust fund was distributed to the holders of Class B
common stock.
  At a
continuation of the special stockholder meeting held on February 17, 2009, our
stockholders (then consisting only of holders of common stock) approved
proposals to amend and restate our certificate of incorporation to (i) remove
certain blank check company-related restrictions, including provisions which
required us to dissolve following the distribution of the trust fund and
provisions authorizing the Class B common stock, and (ii) increase the
authorized shares of common stock from 40,000,000 shares to 80,000,000
shares.  As a result of this stockholder vote, we filed an amended and
restated certificate of incorporation, which allowed us to continue our
corporate existence following the distribution of the trust fund.
  Our
current plan is to acquire a target company or business seeking the perceived
advantages of being a publicly held corporation. Our current business consists
solely of identifying, researching and negotiating the purchase of a business
management deems to be in the best interest of our shareholders.  Our
principal business objective for the next 12 months and beyond such time will be
to achieve long-term growth potential through a combination with a business
rather than immediate, short-term earnings.  We will not restrict our
potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business.  We
cannot assure you that we will be able to locate an appropriate target business
or that we will be able to engage in a business combination with a target
business on favorable terms.
  Results
of Operations
  Net loss
for the three months endedOctober 31, 2010
increased to $9,947 compared to a net loss for the prior comparable period of
$9,286.  Net loss for the three months ended October 31, 2010
consisted of professional fees of $4,399, Delaware franchise taxes of $100 and
other general and administrative expenses of $5,448.  Net loss for the
three months ended October 31, 2009 consisted of professional fees of $8,380 and
other general and administrative operating expenses of $906.
  15
  Net
income for the period from inception (August 1, 2005) to October 31, 2010 of
$2,075,108, consisted of interest income of $3,715,745, offset by professional
fees of $854,157, Delaware franchise taxes of $235,776 and other operating
expenses of $550,704, which includes a monthly administrative services agreement
with an affiliate, and insurance and travel expenses.
  Liquidity
and Capital Resources
  We
consummated our initial public offering of 500,000 Series A units and 4,600,000
Series B units on July 18, 2006. On July 26, 2006, we consummated the closing of
an additional 32,500 Series A Units and 518,000 Series B Units that were subject
to the over-allotment option. Proceeds from our initial public offering were
approximately $52.9 million, net of underwriting and other expenses of
approximately $3.3 million, of which $51,691,800 was deposited into the trust
fund with American Stock Transfer & Trust Company as trustee, and the
remaining $1.2 million was held outside of the trust fund. The proceeds held
outside the trust are available to be used by us, and are being used by us, to
provide for business, legal and accounting due diligence on prospective
acquisitions and continuing general and administrative expenses.  The
proceeds held in the trust fund were distributed to our Class B stockholders
beginning on February 18, 2009 (see Note 3 to the accompanying financial
statements included elsewhere in this report).
  As
indicated in the accompanying financial statements, at October 31, 2010, we had
$9,105 in cash and cash equivalents, current liabilities of $57,867 and working
capital deficit of $48,762. Further, we have incurred and expect to continue to
incur costs in pursuit of acquisition plans. We believe that we will
need to raise capital to fund ongoing operations, and we may be unable to
continue operations unless further financings are consummated. Costs for ongoing
operations are anticipated to include the compliance cost of continuing to
remain a public reporting company, and to fund the acquisition of an operating
business. There is no assurance that our plans to raise capital or to
consummate a transaction will be successful.
  We do not
currently have any specific capital-raising plans. We may seek to issue equity
securities, including preferred securities for which we may determine the rights
and designations, common stock, warrants, equity rights, convertibles notes and
any combination of the foregoing. Any such offering may take the form of a
private placement, public offering, rights offering, other offering or any
combination of the foregoing at fixed or variable market prices or discounts to
prevailing market prices. We cannot assure you that we will be able to raise
sufficient capital on favorable, or any, terms. If the proposals discussed above
are approved, we may be deemed to be a “blank check company” for purposes of the
federal securities laws. If we are deemed to be “blank check company,”
regulatory restrictions that are more restrictive than those currently set forth
in our certificate of incorporation may apply to any future public offerings by
us and may further limit our ability to raise funds for our
operations.
  Item
4. Controls and
Procedures
  Evaluation
of Disclosure Controls and Procedures
  We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed pursuant to
the Securities Exchange Act of 1934, as amended, or Exchange Act, is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s, or SEC, rules, regulations and
related forms, and that such information is accumulated and communicated to our
officers to allow timely decisions regarding required disclosure.
  As of
October 31, 2010, we carried out an evaluation, under the supervision and with
the participation of our chief executive officer and chief financial officer of
the effectiveness of the design and operation of our disclosure controls and
procedures.  Based on this evaluation, our chief executive officer and
our chief financial officer concluded that our disclosure controls and
procedures were effective as of the end of the period covered by this
report.
  Changes
in Internal Controls
  There
have been no changes in our internal controls over financial reporting during
the quarter ended October 31, 2010 that have materially affected or are
reasonably likely to materially affect our internal controls.
 
 PART II
  Item
1.  Legal
Proceedings
  To the
knowledge of our officers and directors, we are not a party to any legal
proceeding or litigation.
  16
  Item
1A.  Risk
Factors
  “Item 1A.
Risk Factors” of our annual report on Form 10-K for the year ended
July 31, 2010 includes a discussion of our risk factors.  There have
been no material changes to risk factors as previously disclosed in our annual
report on Form 10-K filed with the Securities and Exchange Commission on
November 15, 2010.
  Item 6.Exhibits
  ExhibitNumber
              
              Exhibit3.1(1)
              
              Third
      Amended and Restated Certificate of Incorporation.3.2(2)
              
              Bylaws.31.1*
              
              Certification
      of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated
      under the Securities Exchange Act of 1934.31.2*
              
              Certification
      of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated
      under the Securities Exchange Act of 1934.32.1*
              
              Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.32.2*
              
              Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.
  *
              Filed
      herewith.(1)
              Incorporated
      by reference to an exhibit to the Registrant’s Current Report on Form 8-K
      filed with the Commission on March 19, 2009.(2)
              Incorporated
      by reference to an exhibit to the Registrant’s Registration Statement of
      Form S-1 filed with the Commission on September 15,
  2005.
  17
  SIGNATURES
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
  ISRAEL
      GROWTH PARTNERS ACQUISITION CORP.By:
              /s/
      Craig SamuelsCraig
      SamuelsDirector, Chief Executive Officer and
      President
 
 Date: 
December 14, 2010
  18
  INDEX
TO EXHIBITS
 
 ExhibitNumber
              
              Exhibit31.1
              
              Certification
      of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated
      under the Securities Exchange Act of 1934.31.2
              
              Certification
      of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated
      under the Securities Exchange Act of 1934.32.1
              
              Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.32.2
              
              Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.
  19