**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**





**FORM
      10-K**




**x**
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**


**For
      The Fiscal Year Ended December 31, 2007**


**OR**


**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:** **000-52562**




**PINPOINT
      ADVANCE CORP.**


(Exact
      name of registrant as specified in its charter)




**Delaware**
            
            **33-1144642**(State
                or other jurisdiction of
            
            (I.R.S.
                Employer Identification No.)incorporation
                or organization)




**4
                Maskit Street****Herzeliya,
                Israel**
            
            **46700**(Address
                of principal executive offices)
            
            (Zip
                Code)




**972
      9-9500245**


Registrant’s
      telephone number, including area code


Securities
      registered pursuant to Section 12(g) of the Act:




**Title
              of each Class**
            
            **Name
                of exchange on which registered**Common
                Stock, $.0001 par value per share
            
            NoneWarrants
                to purchase shares of Common StockUnits,
                each consisting of one share of Common Stock and one
                Warrant




Securities
      registered pursuant to Section 12(g) of the Act:


**None**




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.    o




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Exchange
      Act.     o




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. x




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K. x




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
      definition of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.




Large
                accelerated filero
            
            Accelerated
                fileroNon-accelerated
                filero
            
            Smaller
                reporting companyx




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).    Yes x No o .




The
      aggregate market value of the outstanding common stock, other than shares held
      by persons who may be deemed affiliates of the registrant, computed by reference
      to the closing sales price for the Registrant’s Common Stock on March 27, 2008,
      as reported on the OTC Bulletin Board, was approximately $20,907,818. As of
      March 27, 2008, there were 2,897,589 shares of common stock, par value $.0001
      per share, of the registrant outstanding.










**TABLE
      OF CONTENTS**




**PART
                I****Item
                1.**
            
            **Business**
            **2****Item
                1A.**
            
            **Risk
                Factors**
            **9****Item
                1B.**
            
            **Unresolved
                Staff Comments**
            **27****Item
                2.**
            
            **Properties**
            27**Item
                3.**
            
            **Legal
                Proceedings**
            27**Item
                4.**
            
            **Submission
                of Matters to a Vote of Security Holders**
            28**PART
                II****Item
                5.**
            
            **Market
                For Registrant’s Common Equity, Related Stockholder Matters and Issuer
                Purchases of Equity Securities**
            28**Item
                6.**
            
            **Selected
                Financial Data**
            29**Item
                7.**
            
            **Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations**
            29**Item
                7A.**
            
            **Quantitative
                and Qualitative Disclosures About Market Risk**
            30**Item
                8.**
            
            **Financial
                Statements and Supplementary Data**
            30**Item
                9.**
            
            **Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure**
            30**Item 9A(T).**
            
            **Controls
                and Procedures**
            30**Item
                9B.**
            
            **Other
                Information**
            31**PART
                III****Item
                10.**
            
            **Directors
                and Executive Officers of the Registrant**
            31**Item
                11.**
            
            **Executive
                Compensation**
            33**Item
                12.**
            
            **Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters**
            33**Item
                13.**
            
            **Certain
                Relationships and Related Transactions**
            35**Item
                14.**
            
            **Principal
                Accounting Fees and Services**
            37**PART
                IV****Item
                15.**
            
            **Exhibits
                and Financial Statement Schedules**
            37










**CAUTIONARY
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**




*This
      Annual Report on Form 10-K includes forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended and Section
      21E
      of the Securities Exchange Act of 1934, as amended. These forward-looking
      statements can be identified by the use of forward-looking terminology,
      including the words “believes,” “estimates,” “anticipates,” “expects,”
“intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,”
“continue,” or “should,” or, in each case, their negative or other variations or
      comparable terminology. Such statements include, but are not limited to, any
      statements relating to our ability to consummate any acquisition or other
      business combination and any other statements that are not statements of current
      or historical facts. These statements are based on management’s current
      expectations, but actual results may differ materially due to various factors,
      including, but not limited to, our:*




·
            *being
                a development stage company with no operating
                history;*




·
            *dependence
                on key personnel, some of whom may join us following an initial
                transaction;*




·
            *personnel
                allocating their time to other businesses and potentially having
                conflicts
                of interest with our business;*




·
            *potentially
                being unable to obtain additional financing to complete an initial
                transaction;*




·
            *limited
                pool of prospective target
                businesses;*




·
            *securities’
                ownership being concentrated;*




·
            *potential
                change in control if we acquire one or more target businesses for
                stock;*




·
            *risk
                associated with operating in the media, entertainment or
                telecommunications industries;*




·
            *delisting
                of our securities from the OTC Bulletin Board or our inability to
                have our
                securities listed on the OTC Bulletin Board following a business
                combination;*




·
            *financial
                performance following an initial transaction;
                or*




·
            *those
                other risks and uncertainties detailed in the Registrant’s filings with
                the Securities and Exchange
                Commission.*




*By
      their nature, forward-looking statements involve risks and uncertainties because
      they relate to events and depend on circumstances that may or may not occur
      in
      the future. We caution you that forward-looking statements are not guarantees
      of
      future performance and that our actual results of operations, financial
      condition and liquidity, and developments in the industry in which we operate
      may differ materially from those made in or suggested by the forward-looking
      statements contained in this Annual Report on Form 10-K. In addition, even
      if
      our results or operations, financial condition and liquidity, and developments
      in the industry in which we operate are consistent with the forward-looking
      statements contained in this Annual Report on Form 10-K, those results or
      developments may not be indicative of results or developments in subsequent
      periods.*




*These
      forward-looking statements are subject to numerous risks, uncertainties and
      assumptions about us described in our filings with the Securities and Exchange
      Commission. The forward-looking events we discuss in this Annual Report on
      Form
      10-K speak only as of the date of such statement and might not occur in light
      of
      these risks, uncertainties and assumptions. Except as required by applicable
      law, we undertake no obligation and disclaim any obligation to publicly update
      or revise any forward-looking statements, whether as a result of new
      information, future events or otherwise.*




*Unless
      otherwise provided in this Annual Report on Form 10-K, references to “the
      Company,” “the Registrant,” “we,” “us” and “our” refer to Pinpoint Advance
      Corp.*




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          1
          -




**PART
      I**




**Item
      1.**  **Business.**




**Introduction**




Pinpoint
      Advance Corp. (the “Company”, “we”, or “us”) is a blank check company known as a
      Business Combination
      Company TM or
      BCC TM .
      We were organized
      under the laws of the State of Delaware on September 6, 2006. We were formed
      for
      the purpose of acquiring, merging with, engaging in a capital stock exchange
      with, purchasing all or substantially all of the assets of, or engaging in
      any
      other similar business combination with a business that has operations or
      facilities located in Israel or which is a company operating outside of Israel,
      specifically in Europe, which management believes would benefit from
      establishing operations or facilities in Israel, preferably in the technology
      sector. Since our inception through December 31, 2007, our efforts have been
      limited to organizational activities, our initial public offering and the search
      for a suitable business combination. As of the date of this filing, we have
      not
      acquired any business operations nor entered into by definitive agreement with
      any target company.




Our
      executive offices are located at 4 Maskit Street, Herzeliya, Israel 46700 and
      our telephone number at that location is 972 9-9500245. We currently have a
      website at pinpoint.com and consequently we make available on the Internet
      materials that we file with or furnish to the Securities and Exchange
      Commission. We will provide electronic or paper copies of such materials free
      of
      charge upon request.




**Recent
      Developments**




On
      April
      25, 2007, we consummated our initial public offering of 2,500,000 units at
      a
      price of $10.00 per unit. Each unit consists of one share of the Company’s
      common stock, $.0001 par value per share, and one redeemable common stock
      purchase warrant. Each warrant entitles the holder to purchase from the Company
      one share of common stock at an exercise price of $7.50 commencing the later
      of
      the completion of a Business Combination or April 19, 2008 and expiring April
      19, 2011. Immediately prior to the consummation of our initial public offering,
      we consummated the private placement of 1,500,000 warrants at a purchase price
      of $1.00 per warrant to certain of our officers and directors. After deducing
      the underwriting discounts and commission and other offering expenses, we
      deposited $28,366,000 (which includes proceeds from the private placement and
      partial exercise of the over-allotment option, and the deferred underwriting
      discounts and commissions), of the net proceeds were deposited into a trust
      account for our benefit. In addition, the first $144,900 of interest earned
      on
      the trust account will be used to bring the amount held in the trust account
      to
      $28,480,900 (or approximately $9.91 per share). Through December 31, 2007,
      we
      have used $571,169 of the net proceeds not deposited into the trust account
      and
      of the interest earned on the trust account to pay for our costs and expenses.
      As of December 31, 2007, there was $29,038,765 held in the trust account.




On
      May 2,
      2007, the Company sold an additional 375,000 Units subject to the underwriters’
over allotment option.




On
      April
      25, 2007 our units commenced trading on the OTC Bulletin Board under the symbol
      “PPACU”. Holders of our units were able to separately trade the common stock and
      warrants included in such units commencing June 1, 2007 and the trading in
      the
      units has continued under the symbol PPACU. The common stock and warrants are
      quoted on the OTC Bulletin Board under the symbols PPAC and PPACW,
      respectively.




Since
      the
      completion of our initial public offering, we have contacted and continue to
      contact those industry professionals who we believe can be of strategic
      assistance in sourcing potential deals for us, including, investment bankers,
      business consultants, accountants and lawyers. Through the relationships of
      our
      board of directors, officers and directors and senior advisors, we have also
      made contact with certain large national and international concerns to determine
      if they have any interest in divesting any of their existing interests. We
      have
      also sought out owners and institutional owners of education companies and
      investment bankers or business brokerage companies that are active in the
      education industry.




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          2
          -




**Our
      Management Team**





Our
      executive officers and directors have extensive experience in the technology
      sector and in the Israeli geographic area as managers, principals, advisors
      or
      directors of companies operating in or providing services to the technology
      sector. In addition, they collectively comprise a formidable pool of expertise
      covering the key areas of the technology industry, with experience in
      negotiating and structuring transactions in the areas in which we will attempt
      to compete. Prior to the consummation of a business combination, we intend
      to
      leverage the industry experience of our executive officers, including their
      extensive contacts, relationships and access to acquisition opportunities,
      by
      focusing our efforts on identifying a prospective target business or businesses
      in the technology industry and negotiating the terms of such
      transaction.





Prior
      to
      their involvement with Pinpoint Advance Corp., our executive officers had
      extensive experience with running public companies. Mr. Baruch held the
      positions of President and CEO of B.O.S., a NASDAQ and Tel Aviv Stock Exchange
      listed company from January 2004 to November 2006. Mr. Baruch was also the
      Executive Vice President of Business Development of Ness Technologies from
      1999
      to 2003, a NASDAQ listed company that is an
      international provider of comprehensive end-to-end IT services and
      solutions.  He
      has
      served as founder and an executive or director for several information
      technology companies and Internet start-ups. Mr. Baruch is actively involved
      as
      the chairman of The Israel Export and International Cooperation Institute,
      Hi-Tech and Telecom Division, and a board member of the IEIC. Mr. Baruch serves
      as a director in several public and private companies, including Maayan Ltd.
      (one of the first public Israeli technology incubators), Rabintex Industries
      Ltd, an international leading manufacturer of personal protection equipment
      and
      armored systems and Tapuz, the Israeli community and mobile portal, all of
      which
      are publicly traded companies listed on the Tel Aviv Stock Exchange. He is
      also
      a director of Zone 4 Play Inc., which is quoted on the OTC Bulletin Board under
      the symbol ZFPI. Zone 4 Play is a software and technology developer and provider
      to companies that service the interactive gaming industry, delivering
      cross-platform systems that are built for mass participation gaming over mobile
      devices, TV and the internet. Mr. Baruch has a B.Sc. in Information Systems
      and
      Industrial Engineering from the Technion - Israel Institute of Technology.
      He is
      also Chairman of Mate Video Analytics. Since 2004 he has been a partner in
      Signum Ltd.





By
      way of
      background, our Chairman, Mr. Perry was the President and CEO of Cellcome Israel
      Ltd., which received Israel’s second license for operation of a cellular network
      and grew to be one of the leaders’s in Israel’s cellular market. By
      the
      time of Mr. Perry’s departure in December, 2002, Cellcom was widely regarded as
      one of the leading companies in the Israeli economy, with 4,000 employees,
      a 41%
      market share and approximately 2.5 million subscribers. In 2001, Cellcom had
      more than $1 billion in revenues, with a net profit of approximately $125
      million. From 1966 through 1995, Mr. Perry served in various capacities in
      Israel’s General Security Service (GSS), including commander, deputy chief and
      Director. He was appointed Director of the GSS in April 1988 by then Prime
      Minister Yitzhak Shamir and served in such capacity until March 1, 1995. As
      Director, he was responsible for command of the security establishment for
      the
      State of Israel, both domestically and internationally. As Director, he managed
      thousands of employees at various levels of operations and had primary oversight
      of intelligence and research systems, human resources and technologies. As
      Director, he reported directly to the Prime Minister, as well as other relevant
      Israeli government ministers and officials. He received a B.A. in Oriental
      Studies and History of the Jewish People from the Hebrew University of Jerusalem
      and Tel-Aviv University and graduated from the AMP115 program from Harvard
      Business School, focusing on budget and finance management and marketing. Mr.
      Perry has also been of the Board of Directors of Bank Mizrahi Tefahot since
      2003. He has been Chairman Mr. Perry has been a member of the Board of Directors
      of Magal Security Fences since 2003. From 2003 to 2006, he was Chairman of
      the
      Board of Lipman Engineering, a company focused on transaction
      solutions.




Subsequent
      to the consummation of a business combination, we believe the strengths of
      our
      officers and directors, particularly their extensive operations experience
      in
      the insurance industry, will be valuable with respect to operating any business
      we may acquire.




We
      have
      three executive officers, each of whom is also a member of our Board of
      Directors. These individuals are not obligated to contribute any specific number
      of hours per week and intend to devote only as much time as they deem necessary
      to our affairs. The amount of time they will devote in any time period will
      vary
      based on the availability of suitable target businesses to investigate, although
      we expect such individuals to devote an average of approximately ten hours
      per
      week to our business. We do not intend to have any full time employees prior
      to
      the consummation of a business combination.




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          3
          -




**Effecting
      a Business Combination**




**General**




We
      are
      not presently engaged in, and we will not engage in, any substantive commercial
      business until we consummate a business combination. We intend to utilize cash
      derived from the proceeds of our initial public offering and the private
      placement, our capital stock, debt or a combination of these in effecting a
      business combination. Although substantially all of the net proceeds of our
      initial public offering and the private placement are intended to be generally
      applied toward effecting a business combination as described in this prospectus,
      the proceeds are not otherwise being designated for any more specific purposes.
      Accordingly, prospective investors have invested in us without an opportunity
      to
      evaluate the specific merits or risks of any one or more business combinations.
      A business combination may involve the acquisition of, or merger with, a company
      which does not need substantial additional capital but which desires to
      establish a public trading market for its shares, while avoiding what it may
      deem to be adverse consequences of undertaking a public offering itself. These
      include time delays, significant expense, loss of voting control and compliance
      with various federal and state securities laws. In the alternative, we may
      seek
      to consummate a business combination with a company that may be financially
      unstable or in its early stages of development or growth.





*We
      have not entered into any definitive agreement with a target
      business*





To
      date,
      although we continue to search for a potential candidate for a business
      combination, we have not entered into any definitive agreements with any target
      business for a business combination.




Subject
      to the limitations that a target business or businesses have a collective fair
      market value of at least 80% of the amount in our trust account (less deferred
      underwriting compensation) at the time of such acquisition, we have virtually
      unrestricted flexibility in identifying and selecting a prospective business
      combination candidate. We have not established any other specific criteria
      (financial or otherwise) for prospective target businesses. Although our
      management will endeavor to evaluate the risks inherent in a particular target
      business, we cannot assure you that we will properly ascertain or assess all
      significant risk factors.





*Sources
      of target businesses*




Target
      business candidates have been brought to our attention from various unaffiliated
      sources, including investment bankers, attorneys, accountants, venture capital
      funds, private equity funds, leveraged buyout funds, management buyout funds,
      brokers, technology industry executives and consultants and other members of
      the
      financial community, who have presented solicited or unsolicited proposals.
      Our
      existing stockholders, officers and directors as well as their affiliates may
      also bring to our attention target business candidates. While our officers
      and
      directors have made no commitment as to the amount of time they will spend
      trying to identify or investigate potential target businesses, they believe
      that
      the various relationships they have developed over their careers together with
      their direct inquiry of their contacts will generate a number of potential
      target businesses that will warrant further investigation. While we have not
      presently engaged the services of professional firms that specialize in business
      acquisitions on any formal basis, we may engage these firms in the future,
      in
      which event we may pay a finder’s fee or other compensation. The terms of any
      such arrangements will be negotiated with such persons on arm’s length basis and
      disclosed to our stockholders in the proxy materials we provide in connection
      with any proposed business combination. In no event, however, will we pay any
      of
      our existing officers, directors or stockholders or any entity with which they
      are affiliated any finder’s fee or other compensation for services rendered to
      us prior to or in connection with the consummation of a business combination.
      We
      will not enter into any business combination with any affiliates of our initial
      stockholders, officers or directors. **** In
      addition, none of our officers, directors or existing stockholders will receive
      any finder’s fee, consulting fees or any similar fees or other compensation from
      any other person or entity in connection with any business combination other
      than any compensation or fees to be received for any services provided following
      such business combination.




*Selection
      of a target business and structuring of a business combination*




Subject
      to the requirement that our initial business combination must be with a target
      business with a fair market value that is at least 80% of the amount in our
      trust account (less deferred underwriting compensation of $862,500) at the
      time
      of such acquisition, our management will have virtually unrestricted flexibility
      in identifying and selecting a prospective target business. In evaluating a
      prospective target business, our management will consider, among other factors,
      the following:




·
            growth
                potential;·
            financial
                condition and results of operation;·
            experience
                and skill of management;·
            capital
                requirements;·
            the
                value and extent of intellectual content;·
            competitive
                position;·
            stage
                of development of the products, processes or services;·
            degree
                of current or potential market acceptance of the products, processes
                or
                services;·
            proprietary
                features and degree of protection of the products, processes or
                services;




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          4
          -




·
            adaptability
                of products or services to new forms of communication;·
            regulatory
                environment of the industry; and·
            costs
                associated with effecting the business
                combination.




These
      criteria are not intended to be exhaustive. Any evaluation relating to the
      merits of a particular business combination will be based, to the extent
      relevant, on the above factors as well as other considerations deemed relevant
      by our management in effecting a business combination consistent with our
      business objective. In evaluating a prospective target business, we will conduct
      an extensive due diligence review which will encompass, among other things,
      meetings with incumbent management, where applicable, and inspection of
      facilities, as well as review of financial and other information which will
      be
      made available to us.




In
      seeking a business combination, we have and will continue to utilize cash
      derived from the proceeds of our initial public offering and the private
      placement, as well as our capital stock or debt, or a combination of cash,
      capital stock and debt, and there is no limit on the issuance of capital stock
      or incurrence of debt we may undertake in effecting a business combination.
      In
      the event a business combination is consummated, all sums remaining in the
      trust
      account will be released to us immediately thereafter, and there will be no
      restriction on our use of such funds.




The
      time
      and costs required to select and evaluate a target business and to structure
      and
      complete the business combination cannot presently be ascertained with any
      degree of certainty. Any costs incurred with respect to the identification
      and
      evaluation of a prospective target business with which a business combination
      is
      not ultimately completed will result in a loss to us and reduce the amount
      of
      capital available to otherwise complete a business combination. While we may
      pay
      fees or compensation to third parties for their efforts in introducing us to
      a
      potential target business, in no event, however, will we pay any of our existing
      officers, directors or stockholders or any entity with which they are affiliated
      any finder’s fee or other compensation for services rendered to us prior to or
      in connection with the consummation of a business combination, other than the
      $7,500 payable monthly in the aggregate to New Pole Ltd., an affiliate of Ronen
      Zadok (our chief financial officer, secretary and a director), for office space
      and certain general and administrative services. In addition, none of our
      officers, directors, special advisors or existing stockholders will receive
      any
      finder’s fee, consulting fees or any similar fees from any other person or
      entity in connection with any business combination involving us other than
      any
      compensation or fees that may be received for any services provided following
      such business combination.




*Fair
      Market Value of Target Business*




The
      initial target business that we acquire must have a fair market value equal
      to
      at least 80% of the amount in our trust account (less deferred underwriting
      compensation) at the time of such acquisition. There is no limitation on our
      ability to raise funds privately or through loans that would allow us to acquire
      a target business or businesses with a fair market value in an amount
      considerably greater than 80% of the amount in our trust account (less deferred
      underwriting compensation) at the time of acquisition. We have not had any
      preliminary discussions, or made any agreements or arrangements, with respect
      to
      financing arrangements with any third party. The fair market value of such
      business will be determined by our board of directors based upon standards
      generally accepted by the financial community, such as actual and potential
      sales, earnings and cash flow and book value, and the price for which comparable
      businesses have recently been sold. If our board is not able to independently
      determine that the target business has a sufficient fair market value, we will
      obtain an opinion from an unaffiliated, independent investment banking firm
      which is a member of the Financial Industry Regulatory Authority, Inc., or
      FINRA
      with respect to the satisfaction of such criteria. Since any opinion, if
      obtained, would merely state that fair market value meets the 80% of the amount
      in our trust account (less deferred underwriting compensation) at the time
      of
      such acquisition threshold, it is not anticipated that copies of such opinion
      would be distributed to our stockholders, although copies will be provided
      to
      stockholders who request it. We will not be required to obtain an opinion from
      an investment banking firm as to the fair market value of a proposed business
      combination if our board of directors independently determines that the target
      business has sufficient fair market value.





*Probable
      lack of business diversification*




Our
      initial business combination must be with a target business or target businesses
      which satisfy the minimum valuation standard at the time of such acquisition,
      as
      discussed above. Consequently, it is probable that we will have the ability
      to
      effect only a single business combination, although this may entail the
      simultaneous acquisition of several compatible operating businesses or assets.
      Unlike other entities which may have the resources to complete several business
      combinations of entities operating in multiple industries or multiple areas
      of a
      single industry, it is probable that we will not have the resources to diversify
      our operations or benefit from the possible spreading of risks or offsetting
      of
      losses. By consummating a business combination with only a limited number of
      entities, our lack of diversification may:




·
            leave
                us solely dependent upon the performance of a single business;
                and·
            result
                in our dependency upon the development or market acceptance of a
                single or
                limited number of products or
                services.




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          5
          -




Additionally,
      since our business combination may entail the simultaneous acquisitions of
      several assets or operating businesses at the same time and may be with
      different sellers, we will need to convince such sellers to agree that the
      purchase of their assets or closely related businesses is contingent upon the
      simultaneous closings of the other acquisitions.




*Limited
      ability to evaluate the target business’ management*




Although
      we expect most of our management and other key personnel to remain associated
      with us following a business combination, they may be involved in different
      capacities than at present, and we may employ other personnel following the
      business combination. Although we intend to closely scrutinize such individuals,
      we cannot assure you that our assessment will prove to be correct. In addition,
      we cannot assure you that new members that join our management following a
      business combination will have the necessary skills, qualifications or abilities
      to help manage a public company.




*Opportunity
      for stockholder approval of business combination*




Prior
      to
      the completion of a business combination, we will submit the transaction to
      our
      stockholders for approval, even if the nature of the acquisition is such as
      would not ordinarily require stockholder approval under applicable state law.
      In
      connection with seeking stockholder approval of a business combination, we
      will
      furnish our stockholders with proxy solicitation materials prepared in
      accordance with the Securities Exchange Act of 1934, as amended, which, among
      other matters, will include a description of the operations of the target
      business and certain required financial information regarding the
      business.




In
      connection with the vote required for any business combination, all of our
      existing stockholders, including all of our officers and directors, have agreed
      to vote their respective shares of common stock owned by them prior to our
      initial public offering in accordance with the majority of the shares of common
      stock voted by the public stockholders. Existing stockholders who purchased
      shares of common stock in our initial public offering or after our initial
      public offering have agreed to vote such shares in favor of any proposed
      business combination. We will proceed with the business combination only if
      a
      majority of the shares of common stock cast at the meeting are voted in favor
      of
      the business combination, and public stockholders owning 29.99% or less of
      the
      shares sold in our initial public offering exercise their redemption rights;
      provided, however, that as part of the negotiations toward a business
      combination, our board of directors may, in the exercise of their business
      judgment, agree to a percentage less than 29.99% (but not more than 30%). This
      would be done in order to preserve cash in the trust account in order to
      facilitate a particular business combination, and may result in us having a
      redemption rate lower than 29.99% as part of the agreement to consummate such
      a
      business combination. Voting against the business combination alone will not
      result in redemption of a stockholder’s shares into a pro rata share of the
      trust account. Such stockholder must have also exercised its redemption rights
      as described below.





*Redemption
      rights*




At
      the
      time we seek stockholder approval of any business combination, we will offer
      each public stockholder the right to have such stockholder’s shares of common
      stock redeemed for cash if the stockholder votes against the business
      combination and the business combination is approved and completed. The actual
      per-share redemption price will be equal to $9.91. Interest will be payable
      to
      public stockholders redeeming in connection with a business combination pro
      rata, net of amounts previously released to us and taxes payable. An eligible
      stockholder may request redemption at any time after the mailing to our
      stockholders of the proxy statement and prior to the vote taken with respect
      to
      a proposed business combination at a meeting held for that purpose, but the
      request will not be granted unless the stockholder votes against the business
      combination and the business combination is approved and completed. Any request
      for redemption, once made, may be withdrawn at any time up to the date of the
      meeting. It is anticipated that the funds to be distributed to stockholders
      entitled to redeem their shares who elect redemption will be distributed
      promptly after completion of a business combination. Public stockholders who
      redeem their stock into their share of the trust account still have the right
      to
      exercise the warrants that they received as part of the units. We will not
      complete any business combination if public stockholders, owning more than
      29.99% of the shares sold in our initial public offering, exercise their
      redemption rights provided, however, that as part of the negotiations toward
      a
      business combination, our board of directors may, in the exercise of their
      business judgment, agree to a percentage less than 29.99% (but not more than
      30%). Even if 29.99% or less of the stockholders, as described above, exercise
      their redemption rights, we may be unable to consummate a business combination
      if such redemption leaves us with funds less than a fair market value equal
      to
      at least 80% of the amount in our trust account (excluding any funds held for
      the benefit of the underwriters) at the time of such acquisition, which amount
      is required for our initial business combination. In such event we may be forced
      to either find additional financing to consummate such a business combination,
      consummate a different business combination or dissolve, liquidate and wind
      up.




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          6
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*Dissolution
      and liquidation if no business combination*




Pursuant
      to the terms of the trust agreement between us and American Stock Transfer
&
Trust Company, if we do not complete a business combination within 18 months
      after the consummation of our initial public offering, or within 24 months
      if
      the extension criteria described below have been satisfied, we will dissolve
      and
      promptly return and liquidate all funds from our trust account only to our
      public stockholders, as part of our plan of dissolution and liquidation and
      in
      accordance with the applicable provisions of the Delaware General Corporation
      Law in proportion to their respective equity interests, an aggregate sum equal
      to the amount in the trust account, inclusive of any interest not previously
      released to us less the amount of taxes paid, if any, on interest earned. In
      the
      event we seek stockholder approval for a plan of dissolution and liquidation
      and
      do not obtain such approval, we will nonetheless continue to pursue stockholder
      approval for our dissolution. Pursuant to the terms of our certificate of
      incorporation, our powers following the expiration of the permitted time periods
      for consummating a business combination will automatically thereafter be limited
      to acts and activities relating to dissolving and winding up our affairs,
      including liquidation. The funds held in our trust account may not be
      distributed except upon our dissolution and, unless and until such approval
      is
      obtained from our stockholders, the funds held in our trust account will not
      be
      released. Consequently, holders of a majority of our outstanding shares of
      common stock must approve our dissolution in order to receive the funds held
      in
      our trust account and the funds will not be available for any other corporate
      purpose. Upon the approval by our stockholders of our plan of dissolution and
      liquidation, we will liquidate our trust account to our public stockholders.
      Concurrently, we shall pay, or reserve for payment, from interest released
      to us
      from the trust account if available, our liabilities and obligations. Our
      existing stockholders have waived their rights to participate in any liquidation
      of our trust account or other assets with respect to shares of common stock
      owned by them prior to our initial public offering and to vote their shares
      of
      common stock in favor of any plan of dissolution and liquidation which we will
      submit to a vote of stockholders (including any shares they or their designees
      have acquired in the private placement). In addition, the underwriter of our
      initial public offering has agreed to waive its rights to the deferred
      underwriting compensation deposited in the trust account for its benefit. There
      will be no liquidation amounts in connection with a dissolution with respect
      to
      our warrants, which will expire worthless. We estimate that our total costs
      and
      expenses for implementing and completing our stockholder-approved plan of
      dissolution and liquidation will be between $50,000 and $75,000. This amount
      includes all costs and expenses relating to filing our dissolution in the State
      of Delaware, the winding up of our company and the costs of a proxy statement
      and meeting relating to the approval by our stockholders of our plan of
      dissolution and liquidation. We believe there should be sufficient funds
      available, outside of the trust account as well as from the interest earned
      on
      the trust account and released to us as working capital, to fund the $50,000
      to
      $75,000 in costs and expenses. In the event there are not available funds
      outside of the trust account sufficient to consummate our dissolution and
      liquidation, Mr. Zadok will provide the funds necessary to complete our
      dissolution and liquidation.





If
      we are
      unable to consummate a business combination and expend all of the net proceeds
      of our initial public offering and the private placement, other than the
      proceeds deposited in the trust account, and without taking into account
      interest, if any, earned on the trust account, the initial per-share liquidation
      price to holders of the 2,875,000 shares entitled to participate in the
      liquidation of our trust account would be equal to approximately $9.91
      per share. The proceeds deposited in the trust account could, however,
      become subject to the claims of our creditors which could be prior to the claims
      of our public stockholders. Although we will seek to have all vendors,
      prospective target businesses or other entities we engage execute agreements
      with us waiving any right, title, interest or claim of any kind in or to any
      monies held in the trust account for the benefit of our public stockholders,
      there is no guarantee that they will execute such agreements or even if they
      execute such agreements that they would be prevented from bringing claims
      against the trust account including but not limited to fraudulent inducement,
      breach of fiduciary responsibility or other similar claims, as well as claims
      challenging the enforceability of the waiver, in each case in order to gain
      an
      advantage with a claim against our assets, including the funds held in the
      trust
      account. If any third party refused to execute an agreement waiving such claims
      to the monies held in the trust account, we would perform an analysis of the
      alternatives available to us if we chose not to engage such third party and
      evaluate if such engagement would be in the best interest of our stockholders
      if
      such third party refused to waive such claims. Examples of possible instances
      where we may engage a third party that refused to execute a waiver include
      the
      engagement of a third party consultant whose particular expertise or skills
      are
      believed by management to be significantly superior to those of other
      consultants that would agree to execute a waiver or in cases where management
      is
      unable to find a provider of required services willing to provide the waiver.
      All our executive officers have agreed pursuant to agreements with us and the
      underwriter of our initial public offering, if we liquidate prior to the
      consummation of a business combination, they will be personally liable to pay
      debts and obligations to vendors, prospective target businesses or other
      entities that are owed money by us for services rendered or products sold to
      us
      in excess of the net proceeds of our initial public offering and the private
      placement not held in the trust account at that time. Based on information
      we
      have obtained from such individuals, we currently believe that such persons
      are
      capable of funding a shortfall in our trust account even though we have not
      asked them to reserve for such an eventuality. We cannot assure you, however,
      that they would be able to satisfy those obligations. We believe the likelihood
      of our executive officers having to indemnify the trust account is minimal.
      However, we cannot assure you that the actual per-share liquidation price will
      not be less than $9.91, plus interest (net of taxes payable), due to claims
      of
      creditors.




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          7
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Under
      the
      Delaware General Corporation Law, stockholders may be held liable for claims
      by
      third parties against a corporation to the extent of distributions received
      by
      them in a dissolution. If the corporation complies with certain procedures
      set
      forth in Section 280 of the Delaware General Corporation Law intended to ensure
      that it makes reasonable provision for all claims against it, including a 60-day
      notice period during which any third-party claims can be brought against the
      corporation, a 90-day period during which the corporation may reject any claims
      brought, and an additional 150-day waiting period before any liquidating
      distributions are made to stockholders, any liability of stockholders with
      respect to a liquidating distribution is limited to the lesser of such
      stockholder’s pro rata share of the claim or the amount distributed to the
      stockholder, and any liability of the stockholder would be barred after the
      third anniversary of the dissolution. Although we will seek stockholder approval
      to liquidate the trust account to our public stockholders as part of our plan
      of
      dissolution and liquidation, we do not intend to comply with those procedures.
      As such, our public stockholders could potentially be liable for any claims
      to
      the extent of distributions received by them in a dissolution and any liability
      of our public stockholders may extend beyond the third anniversary of such
      dissolution. Because we will not be complying with Section 280, we will seek
      stockholder approval to comply with Section 281(b) of the Delaware General
      Corporation Law, requiring us to adopt a plan of dissolution that will provide
      for our payment, based on facts known to us at such time, of (i) all existing
      claims, (ii) all pending claims and (iii) all claims that may be potentially
      brought against us within the subsequent 10 years. However, because we are
      a
      blank check company, rather than an operating company, and our operations will
      be limited to searching for prospective target businesses to acquire, the only
      likely claims to arise would be from our vendors (such as accountants, lawyers,
      investment bankers, etc.) or potential target businesses. As described above,
      we
      intend to have all vendors and prospective target businesses execute agreements
      with us waiving any right, title, interest or claim of any kind in or to any
      monies held in the trust account. As a result, the claims that could be made
      against us are significantly limited and the likelihood that any claim that
      would result in any liability extending to the trust is minimal.





Additionally,
      if we are forced to file a bankruptcy case or an involuntary bankruptcy case
      is
      filed against us which is not dismissed, the funds held in our trust account
      will be subject to applicable bankruptcy law, and may be included in our
      bankruptcy estate and subject to claims of third parties with priority over
      the
      claims of our public stockholders. To the extent bankruptcy claims deplete
      the
      trust account, we cannot assure you we will be able to return to our public
      stockholders the liquidation amounts due them.




Our
      public stockholders will be entitled to receive funds from the trust account
      only in the event of our liquidation or if they seek to redeem their respective
      shares for cash upon a business combination which the stockholder voted against
      and which is completed by us. In no other circumstances will a stockholder
      have
      any right or interest of any kind to or in the trust account.




We
      currently believe that any plan of dissolution and liquidation subsequent to
      the
      expiration of the 18 and 24 month deadlines would proceed in approximately
      the
      following manner:




·
            our
                board of directors will, consistent with its obligations described
                in our
                certificate of incorporation to dissolve, prior to the passing of
                such
                deadline, convene and adopt a specific plan of dissolution and
                liquidation, which it will then vote to recommend to our stockholders;
                at
                such time it will also cause to be prepared a preliminary proxy statement
                setting out such plan of dissolution and liquidation as well as the
                board’s recommendation of such plan;·
            upon
                such deadline, we would file our preliminary proxy statement with
                the
                Securities and Exchange Commission;·
            if
                the Securities and Exchange Commission does not review the preliminary
                proxy statement, then, approximately 10 days following the passing
                of such
                deadline, we will mail the proxy statements to our stockholders,
                and
                approximately 30 days following the passing of such deadline, we
                will
                convene a meeting of our stockholders, at which they will either
                approve
                or reject our plan of dissolution and liquidation; and·
            if
                the Securities and Exchange Commission does review the preliminary
                proxy
                statement, we currently estimate that we will receive their comments
                approximately 30 days following the passing of such deadline. We
                will mail
                the proxy statements to our stockholders following the conclusion
                of the
                comment and review process (the length of which we cannot predict
                with any
                certainty, and which may be substantial) and we will convene a meeting
                of
                our stockholders at which they will either approve or reject our
                plan of
                dissolution and liquidation.




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          8
          -




In
      the
      event we seek stockholder approval for a plan of dissolution and liquidation
      and
      do not obtain such approval, we will nonetheless continue to pursue stockholder
      approval for our dissolution. Pursuant to the terms of our certificate of
      incorporation, our powers following the expiration of the permitted time periods
      for consummating a business combination will automatically thereafter be limited
      to acts and activities relating to dissolving and winding up our affairs,
      including liquidation. The funds held in our trust account may not be
      distributed except upon our dissolution and, unless and until such approval
      is
      obtained from our stockholders, the funds held in our trust account will not
      be
      released. Consequently, holders of a majority of our outstanding common stock
      must approve our dissolution in order to receive the funds held in our trust
      account and the funds will not be available for any other corporate purpose.
      In
      addition, if we seek approval from our stockholders to consummate a business
      combination within 90 days of the expiration of 24 months (assuming that the
      period in which we need to consummate a business combination has been extended,
      as provided in our certificate of incorporation) from the date of our initial
      public offering, the proxy statement related to such a business combination
      will
      also seek stockholder approval for our board’s recommended plan of distribution
      and dissolution, in the event our stockholders do not approve such a business
      combination. If no proxy statement seeking the approval of our stockholders
      for
      a business combination has been filed 30 days prior to the date which is 24
      months from the date of our initial public offering, our board will, prior
      to
      such date, convene, adopt and recommend to our stockholders a plan of
      dissolution and liquidation, and on such date file a proxy statement with the
      SEC seeking stockholder approval for such plan. Immediately upon the approval
      by
      our stockholders of our plan of dissolution and liquidation, we will liquidate
      our trust account to our public stockholders.




**Item
      1A. Risk Factors**




Statements
      in this annual report on Form 10-K that are not strictly historical in nature
      and are forward-looking statements. These statements may include, but are not
      limited to, statements about: the timing of the commencement, enrollment, and
      completion of our clinical trials for our product candidates; the progress
      or
      success of our product development programs; the status of regulatory approvals
      for our product candidates; the timing of product launches; our ability to
      protect our intellectual property and operate our business without infringing
      upon the intellectual property rights of others; and our estimates for future
      performance, anticipated operating losses, future revenues, capital
      requirements, and our needs for additional financing. In some cases, you can
      identify forward-looking statements by terms such as “anticipates,” “believes,”
“could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” “projects,” “should,” “will,” “would,” “goal,” or other variations
      of these terms (including their use in the negative) or by discussions of
      strategies, plans or intentions. These statements are only predictions based
      on
      current information and expectations and involve a number of risks and
      uncertainties. The under lying information and expectations are likely to change
      over time.




Factors
      that could cause actual results to differ materially from what is expressed
      or
      forecasted in our forward-looking statements include, but are not limited to,
      the following:




**Risks
      Associated With Our Business**




***We
      are a newly formed company with no operating history and, accordingly, you
      will
      not have any basis on which to evaluate our ability to achieve our business
      objective.***




We
      are a
      recently formed company with no operating results to date. Since we do not
      have
      any operations or an operating history, you will have no basis upon which to
      evaluate our ability to achieve our business objective, which is to acquire,
      merge with, engage in a capital stock exchange with, purchase all or
      substantially all of the assets of, or engage in any other similar business
      combination with a single operating entity, or one or more related or unrelated
      operating entities in the technology sector located in Israel, or, possibly,
      a
      company operating in Europe which management believes would benefit from
      establishing operations or facilities in Israel. will not generate any revenues
      or income (other than interest income, net of taxes, if any, on the proceeds
      of
      the initial public offering of our securities and the private placement) until,
      at the earliest, after the consummation of a business combination. We cannot
      assure you as to when or if a business combination will occur.




***If
      we are forced to dissolve and liquidate before a business combination our
      warrants will expire worthless.***




If
      we are
      unable to complete a business combination and are forced to dissolve, liquidate
      and wind up, there will be no amount payable upon such liquidation with respect
      to our outstanding warrants and, accordingly, the warrants will expire
      worthless.




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          9
          -




***You
      will not be entitled to protections normally afforded to investors of blank
      check companies including the ability to receive all interest earned on the
      amount held in trust.***




Since
      the
      net proceeds of our initial public offering are intended to be used to complete
      a business combination with a target business that has not been identified,
      we
      may be deemed to be a “blank check” company under the United States securities
      laws. However, since we have net tangible assets in excess of $5,000,000
      following the consummation of our initial public offering and filed a Current
      Report on Form 8-K with the SEC upon consummation of the initial public
      offering, including an audited balance sheet demonstrating this fact, we are
      exempt from rules promulgated by the SEC to protect investors of blank check
      companies such as Rule 419. Accordingly, investors will not be afforded the
      benefits or protections of those rules, such as entitlement to all the interest
      earned on the funds deposited into the trust account. Because we are not subject
      to Rule 419, a significant amount of the interest earned on the funds deposited
      in the trust account will be released to us to fund our working capital and
      will
      not be available at all to those public stockholders redeeming in connection
      with a business combination and our units began trading immediately upon
      consummation of the initial public offering.




***Because
      there are numerous companies with a business plan similar to ours seeking to
      effectuate a business combination, it may be more difficult for us to complete
      a
      business combination.***





Based
      upon publicly available information, we have identified approximately 151
      similarly structured blank check companies which have completed initial public
      offerings since 2003. Of the blank check companies which have completed their
      public offerings, 45 companies have consummated a business combination, while
      24
      other companies have announced they have entered into definitive agreements
      or
      letters of intent with respect to a potential business combination, but have
      not
      yet consummated such business combinations and 8 other companies have liquidated
      or will be liquidating. Accordingly, there are approximately 74 blank check
      companies with approximately $13.4 billion in trust seeking to consummate a
      business combination. While many of these companies are targeted towards
      specific industries in which they must complete a business combination, certain
      of these companies may consummate a business combination in any industry they
      choose. As a result, there may be significant demand for the types of
      privately-held companies we target, which demand may limit the number of
      potential acquisition targets for us.




Further,
      the fact only 45 of such companies have consummated a business combination
      and
      24 additional companies have entered into a definitive agreement or letter
      of
      intent for a business combination, may indicate there are fewer attractive
      target businesses available to such entities or that many privately-held target
      businesses are not inclined to enter into these types of transactions with
      publicly-held blank check companies like ours. We cannot assure you we will
      be
      able to successfully compete for an attractive business combination.
      Additionally, because of this competition, we cannot assure you we will be
      able
      to effectuate a business combination within the prescribed time period. If
      we
      are unable to consummate a business combination within the prescribed time
      period, we will be forced to liquidate.




***We
      may choose to enter into a business combination that would require redemption
      of
      fewer than 29.99% of the shares sold in the initial public
      offering.***




We
      will
      proceed with a business combination only if a majority of the shares of common
      stock cast at the meeting are voted in favor of the business combination, and
      public stockholders owning 29.99% or less of the shares sold in our initial
      public offering exercise their redemption rights. However, as part of the
      negotiations toward a business combination, our board of directors may, in
      the
      exercise of their business judgment, for example in order to preserve cash
      in
      the trust account in order to facilitate a particular business combination,
      agree that a business combination would only be consummated if a specified
      percentage less than 29.99% votes against the business combination and exercises
      their redemption rights. This could make it more difficult to consummate any
      proposed business combination.




***The
      terms on which we may effect a business combination can be expected to become
      less favorable as we approach our eighteen and twenty four month
      deadlines.***




Pursuant
      to our certificate of incorporation, we must adopt a plan of dissolution and
      liquidation and initiate procedures for our dissolution and liquidation and
      the
      distribution of our assets, including the funds held in the trust account,
      if we
      do not effect a business combination within 18 months after completion of our
      initial public offering (or within 24 months after the completion of our initial
      offering if a letter of intent, agreement in principle or definitive agreement
      has been executed within 18 months after completion of our initial public
      offering and the business combination related thereto has not been completed
      within such 18-month period). We have agreed with the trustee to promptly adopt
      a plan of dissolution and liquidation and initiate procedures for our
      dissolution and liquidation and the distribution of our assets, including the
      funds held in the trust account, upon expiration of the time periods set forth
      above.




Any
      entity with which we negotiate, or attempt to negotiate, a business combination,
      will, in all likelihood, be aware of these time limitations and can be expected
      to negotiate accordingly. In such event, we may not be able to reach an
      agreement with any proposed target prior to such period and any agreement that
      is reached may be on terms less favorable to us than if we did not have the
      time
      period restrictions set forth above. Additionally, as the 18 or 24 month time
      periods draw closer, we may not have the desired amount of leverage in the
      event
      any new information comes to light after entering into definitive agreements
      with any proposed target but prior to consummation of a business
      transaction.




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          10
          -




***If
      third parties bring claims against us, the proceeds held in trust could be
      reduced and the per-share liquidation price received by stockholders from the
      trust account as part of our stockholder-approved plan of dissolution and
      liquidation will be less than $9.91 per share.***




Our
      placing of funds in trust may not protect those funds from third party claims
      against us. Although we will seek to have all vendors, prospective target
      businesses or other entities with which we execute agreements waive any right,
      title, interest or claim of any kind in or to any monies held in the trust
      account for the benefit of our public stockholders, there is no guarantee that
      they will execute such agreements, or even if they execute such agreements
      that
      they would be prevented from bringing claims against the trust account including
      but not limited to fraudulent inducement, breach of fiduciary responsibility
      and
      other similar claims, as well as claims challenging the enforceability of the
      waiver, in each case in order to gain an advantage with a claim against our
      assets, including the funds held in the trust account. If any third party
      refused to execute an agreement waiving such claims to the monies held in the
      trust account, we would perform an analysis of the alternatives available to
      us
      if we chose not to engage such third party and evaluate if such engagement
      would
      be in the best interest of our stockholders if such third party refused to
      waive
      such claims. Examples of possible instances where we may engage a third party
      that refused to execute a waiver include the engagement of a third party
      consultant whose particular expertise or skills are believed by management
      to be
      significantly superior to those of other consultants that would agree to execute
      a waiver or in cases where management is unable to find a provider of required
      services willing to provide the waiver. In addition, there is no guarantee
      that
      such entities will agree to waive any claims they may have in the future as
      a
      result of, or arising out of, any negotiations, contracts or agreements with
      us
      and not seek recourse against the trust account for any reason.




Accordingly,
      the proceeds held in trust could be subject to claims that could take priority
      over the claims of our public stockholders and the per-share liquidation price
      could be less than the $9.91 per share held in the trust account, plus interest
      (net of any taxes due on such interest, which taxes, if any, shall be paid
      from
      the trust account and net of any amounts released to us as working capital
      or to
      fund costs associated with our plan of dissolution and liquidation if we do
      not
      consummate a business combination), due to claims of such creditors. If we
      are
      unable to complete a business combination and are forced to dissolve and
      liquidate, certain of our executive officers will be personally liable to ensure
      that the proceeds in the trust account are not reduced by the claims of various
      vendors, prospective target businesses or other entities that are owed money
      by
      us for services rendered or products sold to us, to the extent necessary to
      ensure that such claims do not reduce the amount in the trust account in order
      to preserve an $9.91 per-share liquidation price. Additionally, in the event
      we
      do not have sufficient funds available to us to consummate and complete our
      dissolution and liquidation, Ronen Zadok, our chief financial officer, secretary
      and a director, has agreed to fund all costs associated with our dissolution
      and
      liquidation. Based on information we have obtained from such individuals, we
      currently believe that such persons are capable of funding both a shortfall
      in
      our trust account and the costs associated with our dissolution and liquidation,
      even though we have not asked them to reserve for such an eventuality. However,
      we cannot assure you that our executive officers will be able to satisfy those
      obligations. We believe the likelihood of our executive officers having to
      indemnify the trust account is minimal because we will endeavor to have all
      vendors and prospective target businesses, as well as other entities, execute
      agreements with us waiving all right, title, interest or claim of any kind
      in or
      to monies held in the trust account.




Additionally,
      if we are forced to file a bankruptcy case or an involuntary bankruptcy case
      is
      filed against us which is not dismissed, the funds held in our trust account
      will be subject to applicable bankruptcy law, and may be included in our
      bankruptcy estate and subject to claims of third parties with priority over
      the
      claims of our public stockholders. To the extent bankruptcy claims deplete
      the
      trust account, we cannot assure you we will be able to return to our public
      stockholders the liquidation amounts due them.





***Because
      a majority of our management's prior business experience has been limited to
      segments of the technology industry, they may lack the necessary experience
      to
      consummate a business combination with a target business in other segments
      or an
      alternative industry.***





A
      significant portion of our management’s prior business experience has been
      limited to certain segments of the technology industry, notably software,
      telecommunication, media services, IT services, Internet and consumer products.
      If we locate an attractive business combination unrelated to these segments
      of
      the technology industry, our management may not have the necessary experience
      to
      adequately assess the merits or risks of the industries or segments in which
      the
      business operates.





***Our
      current officers and directors may resign upon consummation of a business
      combination and we will have only limited ability to evaluate the management
      of
      the target business.***





Our
      ability to effect a business combination will be totally dependent upon the
      efforts of our key personnel. The future role of our key personnel in the target
      business, however, cannot presently be ascertained. Although it is possible
      that
      some of our key personnel will remain associated in various capacities with
      the
      target business following a business combination, it is likely that some or
      all
      of the management of the target business at the time of the business combination
      will remain in place. Although we intend to closely scrutinize the management
      of
      a prospective target business in connection with evaluating the desirability
      of
      effecting a business combination, we cannot assure you that our assessment
      of
      management will prove to be correct.




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          -




***Our
      officers and directors may in the future become affiliated with entities engaged
      in business activities similar to those intended to be conducted by us and
      accordingly, may have conflicts of interest in determining which entity a
      particular business opportunity should be presented
      to.***





None
      of
      our directors or officers has been a principal of, or affiliated with, a “blank
      check” company that executed a business plan similar to our business plan and
      none of such individuals is currently affiliated with any such entity. However,
      our officers and directors may in the future become affiliated with entities,
      including other “blank check” companies, engaged in business activities similar
      to those intended to be conducted by us. Additionally, our officers and
      directors may become aware of business opportunities which may be appropriate
      for presentation to us as well as the other entities to which they owe fiduciary
      duties. Accordingly, they may have conflicts of interest in determining to
      which
      entity a particular business opportunity should be presented. For a more
      complete discussion of our management's affiliations and the potential conflicts
      of interest that you should be aware of, see the sections below entitled
“Management — Directors and Executive Officers” and “Management — Conflicts of
      Interest.” We cannot assure you that these conflicts will be resolved in our
      favor.




***Our
      stockholders may be held liable for claims by third parties against us to the
      extent of distributions received by them.***




We
      will
      dissolve and liquidate if we do not complete a business combination within
      18
      months after the consummation of our initial public offering (or within 24
      months after the consummation of our initial public offering if certain
      extension criteria are satisfied). Under the Delaware General Corporation Law,
      stockholders may be held liable for claims by third parties against a
      corporation to the extent of distributions received by them in a dissolution.
      If
      the corporation complies with certain procedures set forth in Section 280 of
      the
      Delaware General Corporation Law intended to ensure that it makes reasonable
      provision for all claims against it, including a 60-day notice period during
      which any third-party claims can be brought against the corporation, a 90-day
      period during which the corporation may reject any claims brought, and an
      additional 150-day waiting period before any liquidating distributions are
      made
      to stockholders, any liability of stockholders with respect to a liquidating
      distribution is limited to the lesser of such stockholder’s pro rata share of
      the claim or the amount distributed to the stockholder, and any liability of
      the
      stockholder would be barred after the third anniversary of the dissolution.
      Although we will seek stockholder approval to liquidate the trust account to
      our
      public stockholders as part of our plan of dissolution and liquidation, we
      do
      not intend to comply with those procedures. Because we will not be complying
      with Section 280, we will seek stockholder approval to comply with Section
      281(b) of the Delaware General Corporation Law, requiring us to adopt a plan
      of
      dissolution that will provide for our payment, based on facts known to us at
      such time, of (i) all existing claims, (ii) all pending claims and (iii) all
      claims that may be potentially brought against us within the subsequent 10
      years. However, because we are a blank check company, rather than an operating
      company, and our operations will be limited to searching for prospective target
      businesses to acquire, the only likely claims to arise would be from our vendors
      (such as accountants, lawyers, investment bankers, etc.) or potential target
      businesses. As described above, we intend to have all vendors and prospective
      target businesses execute agreements with us waiving any right, title, interest
      or claim of any kind in or to any monies held in the trust account. As a result,
      the claims that could be made against us are significantly limited and the
      likelihood that any claim that would result in any liability extending to the
      trust is minimal. However, because we will not be complying with Section 280,
      our public stockholders could potentially be liable for any claims to the extent
      of distributions received by them in a dissolution and any such liability of
      our
      stockholders will likely extend beyond the third anniversary of such
      dissolution. Accordingly, we cannot assure you that third parties will not
      seek
      to recover from our public stockholders amounts owed to them by us.




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          12
          -





***We
      will dissolve and liquidate if we do not consummate a business
      combination***





Pursuant
      to, among other documents, our certificate of incorporation, if we do not
      complete a business combination within 18 months after the consummation of
      our
      initial public offering, or within 24 months after the consummation of the
      initial public offering if the extension criteria described below have been
      satisfied our purpose and powers will be limited to dissolving, liquidating
      and
      winding up. We view this obligation to dissolve and liquidate as an obligation
      to our public stockholders and neither we nor our board of directors will take
      any action to amend or waive any provision of our certificate of incorporation
      to allow us to survive for a longer period of time if it does not appear we
      will
      be able to consummate a business combination within the foregoing time periods.
      Upon dissolution, we will distribute to all of our public stockholders, in
      proportion to their respective equity interest, an aggregate sum equal to the
      amount in the trust account (net of taxes payable and that portion of the
      interest earned previously released to us). Our initial stockholders have waived
      their rights to participate in any liquidation distribution with respect to
      their initial shares and have agreed to vote in favor of any plan of dissolution
      and liquidation which we will present to our stockholders for vote. There will
      be no distribution from the trust account with respect to our warrants which
      will expire worthless. We will pay the costs of our dissolution and liquidation
      and we estimate such costs to be between $50,000 and $75,000. We believe there
      should be sufficient funds available either outside of the trust account or
      made
      available to us out of the net interest earned on the trust account and released
      to us as working capital, to fund this cost, although we cannot give any
      assurances thereof. Ronen Zadok, our chief financial officer, secretary and
      a
      director, has agreed to indemnify us for these expenses to the extent there
      are
      insufficient funds available from the proceeds not held in the trust account
      and
      interest released to us. Upon notice from us, the trustee of the trust account
      will liquidate the investments constituting the trust account and will turn
      over
      the proceeds to our transfer agent for distribution to our public stockholders
      as part of our stockholder-approved plan of dissolution and liquidation.
      Concurrently, we shall pay, or reserve for payment, from interest released
      to us
      from the trust account if available, our liabilities and obligations, although
      we cannot give you assurances that there will be sufficient funds for such
      purpose. The amounts held in the trust account may be subject to claims by
      third
      parties, such as vendors, prospective target business or other entities, if
      we
      do not obtain waivers in advance from such third parties prior to such parties
      providing us with services or entering into arrangements with them.




***If
      we do not consummate a business combination and dissolve, payments from the
      trust account to our public stockholders may be
      delayed.***




We
      currently believe that any plan of dissolution and liquidation subsequent to
      the
      expiration of the 18 and 24 month deadlines would proceed in approximately
      the
      following manner:


·
              our
                  board of directors will, consistent with its obligations described
                  in our
                  certificate of incorporation to dissolve, prior to the passing
                  of the such
                  deadline, convene and adopt a specific plan of dissolution and
                  liquidation
                  which it will then vote to recommend to our stockholders; at such
                  time it
                  will also cause to be prepared a preliminary proxy statement setting
                  out
                  such plan of dissolution and liquidation as well as the board’s
                  recommendation of such plan;
 ·
              upon
                  such deadline, we would file our preliminary proxy statement with
                  the
                  Securities and Exchange Commission;
 ·
              if
                  the Securities and Exchange Commission does not review the preliminary
                  proxy statement, then, approximately 10 days following the passing
                  of such
                  deadline, we will mail the proxy statements to our stockholders,
                  and
                  approximately 30 days following the passing of such deadline we
                  will
                  convene a meeting of our stockholders, at which they will either
                  approve
                  or reject our plan of dissolution and liquidation;
                  and
 ·
              if
                  the Securities and Exchange Commission does review the preliminary
                  proxy
                  statement, we currently estimate that we will receive their comments
                  approximately 30 days following the passing of such deadline. We
                  will mail
                  the proxy statements to our stockholders following the conclusion
                  of the
                  comment and review process (the length of which we cannot predict
                  with any
                  certainty, and which may be substantial) and we will convene a
                  meeting of
                  our stockholders at which they will either approve or reject our
                  plan of
                  dissolution and liquidation.




In
      the
      event we seek stockholder approval for a plan of dissolution and liquidation
      and
      do not obtain such approval, we will nonetheless continue to pursue stockholder
      approval for our dissolution. Pursuant to the terms of our certificate of
      incorporation, our powers following the expiration of the permitted time periods
      for consummating a business combination will automatically thereafter be limited
      to acts and activities relating to dissolving and winding up our affairs,
      including liquidation. The funds held in our trust account may not be
      distributed except upon our dissolution and, unless and until such approval
      is
      obtained from our stockholders, the funds held in our trust account will not
      be
      released. Consequently, holders of a majority of our outstanding stock must
      approve our dissolution in order to receive the funds held in our trust account
      and the funds will not be available for any other corporate
      purpose.




These
      procedures, or a vote to reject any plan of dissolution and liquidation by
      our
      stockholders, may result in substantial delays in the liquidation of our trust
      account to our public stockholders as part of our plan of dissolution and
      liquidation.





***We
      may choose to redeem our outstanding warrants at a time that is disadvantageous
      to our warrant holders.***





Subject
      to there being a current prospectus under the Securities Act of 1933 with
      respect to the shares of common stock issuable upon exercise of the warrants,
      we
      may redeem the warrants issued as a part of our units at any time after the
      warrants become exercisable in whole and not in part, at a price of $.01 per
      warrant, upon a minimum of 30 days’ prior written notice of redemption, if and
      only if, the last sales price of our common stock equals or exceeds $14.25
      per
      share for any 20 trading days within a 30 trading day period ending three
      business days before we send the notice of redemption. Redemption of the
      warrants could force the warrant holders (i) to exercise the warrants and pay
      the exercise price thereafter at a time when it may be disadvantageous for
      the
      holders to do so, (ii) to sell the warrants at the then current market price
      when they might otherwise wish to hold the warrants, or (iii) to accept the
      nominal redemption price which, at the time the warrants are called for
      redemption, is likely to be substantially less than the market value of the
      warrants. The foregoing does not apply to the 1,500,000 insider warrants
      purchased by certain of our officers and directors prior to our initial public
      offering, as such warrants are not subject to redemption while held by the
      initial holder or any permitted transferee of such initial holder.




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          13
          -




***Although
      we are required to use our best efforts to have an effective registration
      statement covering the issuance of the shares underlying the warrants at the
      time that our warrant holders exercise their warrants, we cannot guarantee
      that
      a registration statement will be effective, in which case our warrant holders
      may not be able to exercise our warrants.***




Holders
      of our warrants will be able to exercise the warrant only if (i) a current
      registration statement under the Securities Act of 1933 relating to the shares
      of our common stock underlying the warrants is then effective and (ii) such
      shares are qualified for sale or exempt from qualification under the applicable
      securities law of the states in which the various holders of warrants reside.
      Although we have undertaken in the warrant agreement, and therefore have a
      contractual obligation, to use our best efforts to maintain a current
      registration statement covering the shares underlying the warrants following
      completion of our initial public offering to the extent required by federal
      securities law, and we intend to comply with such undertaking, we cannot assure
      you that we will be able to do so. In addition, we have agreed to use our
      reasonable efforts to register the shares underlying the warrants under the
      blue
      sky laws of the states of residence of the exercising warrant holders, to the
      extent an exemption is not available. The value of the warrants may be greatly
      reduced if a registration statement covering the shares issuable upon the
      exercise of the warrants is not kept current or if the securities are not
      qualified, or exempt from qualification, in the states in which the holders
      of
      warrants reside. Holders of warrants who reside in jurisdictions in which the
      shares underlying the warrants are not qualified and in which there is no
      exemption will be unable to exercise their warrants and would either have to
      sell their warrants in the open market or allow them to expire unexercised.
      If
      and when the warrants become redeemable by us, we may exercise our redemption
      right even if we are unable to qualify the underlying securities for sale under
      all applicable state securities laws.




Because
      the warrants sold in the private placement were originally issued pursuant
      to an
      exemption from the registration requirements under the federal securities laws,
      holders of such warrants will be able to exercise their warrants even if, at
      the
      time of exercise, a prospectus relating to the common stock issuable upon
      exercise of such warrants is not current. As a result, the holders of the
      warrants purchased in the private placement will not have any restrictions
      with
      respect to the exercise of their warrants. As described above, the holders
      of
      the warrants purchased in our initial public offering will not be able to
      exercise them unless we have a current registration statement covering the
      shares issuable upon their exercise.




***We
      may issue shares of our capital stock or debt securities to complete a business
      combination, which would reduce the equity interest of our stockholders and
      likely cause a change in control of our ownership.***




Our
      certificate of incorporation authorizes the issuance of up to 20,000,000 shares
      of common stock, par value $.0001 per share, and 1,000,000 shares of preferred
      stock, par value $.0001 per share. As of December 31, 2007, there were
      17,102,411 authorized but unissued shares of our common stock available for
      issuance (after appropriate reservation for the issuance of shares upon full
      exercise of our outstanding warrants and the underwriters’ unit purchase option)
      and all of the 1,000,000 shares of preferred stock available for issuance.
      Although we have no commitments as of December 31, 2007 to issue our securities,
      we may issue a substantial number of additional shares of our common stock
      or
      preferred stock, or a combination of common and preferred stock, to complete
      a
      business combination. The issuance of additional shares of our common stock
      or
      any number of shares of our preferred stock:


·
              may
                  significantly reduce the equity interest of investors in our initial
                  public offering;
 ·
              will
                  likely cause a change in control if a substantial number of our
                  shares of
                  common stock are issued, which may affect, among other things,
                  our ability
                  to use our net operating loss carry forwards, if any, and most
                  likely also
                  result in the resignation or removal of our present officers and
                  directors; and
 ·
              may
                  adversely affect prevailing market prices for our common
                  stock.




Additionally,
      the technology industry is capital intensive, traditionally using substantial
      amounts of indebtedness to finance acquisitions and working capital needs.
      If we
      finance the purchase of assets or operations through the issuance of debt
      securities, it could result in:


·
              default
                  and foreclosure on our assets if our operating revenues after a
                  business
                  combination were insufficient to pay our debt
                  obligations;
 ·
              acceleration
                  of our obligations to repay the indebtedness even if we have made
                  all
                  principal and interest payments when due if the debt security
                  contained covenants that required the maintenance of certain financial
                  ratios or reserves and any such covenant were breached without
                  a waiver or
                  renegotiation of that covenant;
   -
            14
            -
  ·
              our
                  immediate payment of all principal and accrued interest, if any,
                  if the
                  debt security was payable on demand;
                  and
 ·
              our
                  inability to obtain additional financing, if necessary, if the
                  debt
                  security contained covenants restricting our ability to obtain
                  additional
                  financing while such security was
                  outstanding.


For
      a
      more complete discussion of the possible structure of a business combination,
      see the section below entitled “Effecting a business combination—Selection of a
      target business and structuring of a business combination.”




***We
      may have insufficient resources to cover our operating expenses and the expenses
      of consummating a business combination.***




We
      have
      reserved approximately $50,000 (not including up to $1,500,000 of interest
      we
      may earn on funds in the trust account, which we are entitled to in order to
      cover our operating expenses and our costs associated with a
      stockholder-approved plan of dissolution and liquidation if we do not consummate
      a business combination) from the proceeds of our initial public offering and
      the
      private placement to cover our operating expenses and to cover the expenses
      incurred in connection with a business combination. This amount is based on
      management’s estimates of the costs needed to fund our operations and consummate
      a business combination. Those estimates may prove inaccurate, especially if
      a
      portion of the available proceeds is used to make a down payment or pay
      exclusivity or similar fees in connection with a business combination or if
      we
      expend a significant portion of the available proceeds in pursuit of a business
      combination that is not consummated. If we do not have sufficient proceeds
      available to fund our expenses, we may be forced to obtain additional financing,
      either from our management or the existing stockholders or from third parties.
      We may not be able to obtain additional financing and our existing stockholders
      and management are not obligated to provide any additional financing. If we
      do
      not have sufficient proceeds and cannot find additional financing, we may be
      forced to dissolve and liquidate as part of our stockholder-approved plan of
      dissolution and liquidation prior to consummating a business
      combination.




***Our
      ability to effect a business combination and to execute any potential business
      plan afterwards will be dependent upon the efforts of our key personnel, some
      of
      whom may join us following a business combination and whom we would have only
      a
      limited ability to evaluate.***




Our
      ability to effect a business combination will be totally dependent upon the
      efforts of our key personnel. The future role of our key personnel following
      a
      business combination, however, cannot presently be fully ascertained. Although
      we expect most of our management and other key personnel to remain associated
      with us following a business combination, we may employ other personnel
      following the business combination. While we intend to closely scrutinize any
      additional individuals we engage after a business combination, we cannot assure
      you that our assessment of these individuals will prove to be correct. Moreover,
      our current management will only be able to remain with the combined company
      after the consummation of a business combination if they are able to negotiate
      terms with the combined company as part of any such combination. If we acquired
      a target business in an all-cash transaction, it would be more likely that
      current members of management would remain with us if they chose to do so.
      If a
      business combination were structured as a merger whereby the stockholders of
      the
      target company were to control the combined company following a business
      combination, it may be less likely that management would remain with the
      combined company unless it was negotiated as part of the transaction via the
      acquisition agreement, an employment or consulting agreement or other
      arrangement. The determination to remain as officers of the resulting business
      will be made prior to the completion of the transaction and will depend upon
      the
      appropriateness or necessity of current management to remain. In making the
      determination as to whether current management should remain with us following
      the business combination, management will analyze the experience and skill
      set
      of the target business’ management and negotiate as part of the business
      combination that certain members of current management remain if it is believed
      that it is in the best interests of the combined company post-business
      combination. If management negotiates to be retained post-business combination
      as a condition to any potential business combination, such negotiations may
      result in a conflict of interest.




***None
      of our officers or directors has ever been associated with a blank check company
      which could adversely affect our ability to consummate a business
      combination.***




None
      of
      our officers or directors has ever been associated with a blank check company.
      Accordingly, you may not have sufficient information with which to evaluate
      the
      ability of our management team to identify and complete a business combination
      using the proceeds of our initial public offering and the private placement.
      Our
      management’s lack of experience in operating a blank check company could
      adversely affect our ability to consummate a business combination and force
      us
      to dissolve and liquidate the trust account to our public stockholders as part
      of our stockholder-approved plan of dissolution and liquidation.




-
          15
          -




***Our
      officers and directors may allocate their time to other businesses thereby
      causing conflicts of interest in their determination as to how much time to
      devote to our affairs. This could have a negative impact on our ability to
      consummate a business combination.***




Our
      officers and directors are not required to commit their full time to our
      affairs, which may result in a conflict of interest in allocating their time
      between our operations and other businesses. We do not intend to have any full
      time employees prior to the consummation of a business combination. Each of
      our
      officers are engaged in several other business endeavors and are not obligated
      to contribute any specific number of hours per week to our affairs. If our
      officers’ other business affairs require them to devote more substantial amounts
      of time to such affairs, it could limit their ability to devote time to our
      affairs and could have a negative impact on our ability to consummate a business
      combination. For a discussion of potential conflicts of interest that you should
      be aware of, see the section below entitled “Management—Conflicts of Interest.”
We cannot assure you that these conflicts will be resolved in our
      favor.




***All
      of our directors own shares of our common stock, and four of our directors
      own
      warrants purchased in the private placement immediately prior to our initial
      business combination, which will not participate in the liquidation of the
      trust
      account as part of our stockholder-approved plan of dissolution and liquidation
      and therefore they may have a conflict of interest in determining whether a
      particular target business is appropriate for a business
      combination.***




All **** of
      our
      directors and officers own common stock in our company, and all of our officers
      and directors (other than Jacob Perry) own, warrants purchased in a private
      placement consummated prior to our initial public offering, but have waived
      their right to the liquidation of the trust account as part of our
      stockholder-approved plan of dissolution and liquidation with respect to those
      shares upon the liquidation of the trust account to our public stockholders
      if
      we are unable to complete a business combination. The shares and warrants owned
      by these persons will be worthless if we do not consummate a business
      combination. The personal and financial interests of these directors may
      influence their motivation in identifying and selecting a target business and
      completing a business combination in a timely manner. Consequently, these
      directors’ discretion in identifying and selecting a suitable target business
      may result in a conflict of interest when determining whether the terms,
      conditions and timing of a particular business combination are appropriate
      and
      in our stockholders’ best interest.




***Our
      existing stockholders will not receive reimbursement for any out-of-pocket
      expenses incurred by them to the extent that such expenses exceed the amount
      available outside the trust account unless the business combination is
      consummated and therefore they may have a conflict of
      interest.***




Our
      existing stockholders will not receive reimbursement for any out-of-pocket
      expenses incurred by them to the extent that such expenses exceed the amount
      available outside the trust account, unless the business combination is
      consummated. The amount of available proceeds is based on management estimates
      of the capital needed to fund our operations and to consummate a business
      combination. Those estimates may prove to be inaccurate, especially if a portion
      of the available proceeds is used to make a down payment or pay exclusivity
      or
      similar fees in connection with a business combination or if we expend a
      significant portion in pursuit of an acquisition that is not consummated. The
      financial interest of such persons could influence their motivation in selecting
      a target business and thus, there may be a conflict of interest when determining
      whether a particular business combination is in the stockholders’ best
      interest.




***If
      our common stock becomes subject to the SEC’s penny stock rules, broker-dealers
      may experience difficulty in completing customer transactions and trading
      activity in our securities may be adversely affected.***




If
      at any
      time we have net tangible assets of less than $5,000,000 and our common stock
      has a market price per share of less than $5.00, transactions in our common
      stock may be subject to the “penny stock” rules promulgated under the Securities
      Exchange Act of 1934, as amended. Under these rules, broker-dealers who
      recommend such securities to persons other than institutional accredited
      investors must:


·
              make
                  a special written suitability determination for the
                  purchaser;
 ·
              receive
                  the purchaser’s written agreement to a transaction prior to
                  sale;
 ·
              provide
                  the purchaser with risk disclosure documents which identify certain
                  risks
                  associated with investing in “penny stocks” and which describe the market
                  for these “penny stocks” as well as a purchaser’s legal remedies;
                  and
 ·
              obtain
                  a signed and dated acknowledgment from the purchaser demonstrating
                  that
                  the purchaser has actually received the required risk disclosure
                  document
                  before a transaction in a “penny stock” can be
                  completed.




-
          16
          -




If
      our
      common stock becomes subject to these rules, broker-dealers may find it
      difficult to effectuate customer transactions and trading activity in our
      securities may be adversely affected. As a result, the market price of our
      securities may be depressed, and you may find it more difficult to sell our
      securities.




***It
      is probable our initial business combination will be with a single target
      business, which may cause us to be solely dependent on a single business and
      a
      limited number of products or services. Additionally, we may face obstacles
      to
      completing simultaneous acquisitions.***




Our
      initial business combination must be with a business or businesses with a
      collective fair market value of at least 80% of the amount in our trust account
      (excluding deferred underwriting compensation) at the time of such acquisition,
      which amount is required as a condition to the consummation of our initial
      business combination. We may not be able to acquire more than one target
      business because of various factors, including the amount of funds available
      to
      consummate a business combination, possible complex accounting issues, which
      would include generating pro forma financial statements reflecting the
      operations of several target businesses as if they had been combined, and
      numerous logistical issues, which could include attempting to coordinate the
      timing of negotiations, proxy statement disclosure and closings with multiple
      target businesses. In addition, we may not have sufficient management, financial
      and other resources to effectively investigate the business and affairs of
      multiple acquisition candidates simultaneously or to negotiate the terms of
      multiple acquisition agreements at the same time which could result in a failure
      to properly evaluate multiple acquisitions. Further, we would also be exposed
      to
      the risk that conditions to closings with respect to the acquisition of one
      or
      more of the target businesses would not be satisfied bringing the fair market
      value of the initial business combination below the required fair market value
      of 80% of the amount in our trust account (excluding deferred underwriting
      compensation) threshold. Accordingly, while it is possible we may attempt to
      effect our initial business combination with more than one target business,
      we
      are more likely to choose a single target business if deciding between one
      target business meeting such 80% threshold and comparable multiple target
      business candidates collectively meeting the 80% threshold. Consequently, it
      is
      probable that, unless the purchase price consists substantially of our equity,
      we will have the ability to complete only the initial business combination
      with
      the proceeds of our initial public offering and the private placement.
      Accordingly, the prospects for our success may be:


·
              solely
                  dependent upon the performance of a single business;
                  or
 ·
              dependent
                  upon the development or market acceptance of a single or limited
                  number of
                  products or services.




In
      this
      case, we will not be able to diversify our operations or benefit from the
      possible spreading of risks or offsetting of losses, unlike other entities
      which
      may have the resources to complete several business combinations in different
      industries or different areas of a single industry.





***The
      ability of our stockholders to exercise their redemption rights may not allow
      us
      to effectuate the most desirable business combination or optimize our capital
      structure.***




At
      the
      time we seek stockholder approval of any business combination, we will offer
      each public stockholder the right to have such stockholder's shares of common
      stock redeemed for cash if the stockholder votes against the business
      combination and the business combination is approved and completed. Accordingly,
      if our business combination requires us to use substantially all of our cash
      to
      pay the purchase price, because we will not know how many stockholders may
      exercise such redemption rights, we may either need to reserve part of the
      trust
      account for possible payment upon such redemption, or we may need to arrange
      third party financing to help fund our business combination in case a larger
      percentage of stockholders exercise their redemption rights than we expected.
      Therefore, we may not be able to consummate a business combination that requires
      us to use all of the funds held in the trust account as part of the purchase
      price, or we may end up having a leverage ratio that is not optimal for our
      business combination. This may limit our ability to effectuate the most
      attractive business combination available to us.




***We
      will not be required to obtain an opinion from an investment banking firm as
      to
      the fair market value of a proposed business combination if our board of
      directors independently determines that the target business has sufficient
      fair
      market value.***




The
      initial target business that we acquire must have a fair market value equal
      to
      at least 80% of the amount in our trust account (excluding deferred underwriting
      compensation) at the time of such acquisition. There is no limitation on our
      ability to raise funds privately or through loans that would allow us to acquire
      a target business or businesses with a fair market value in an amount
      considerably greater than 80% of the amount in our trust account (excluding
      deferred underwriting compensation) at the time of such acquisition. We have
      not
      had any preliminary discussions, or made any agreements or arrangements, with
      respect to financing arrangements with any third party. The fair market value
      of
      such business will be determined by our board of directors based upon standards
      generally accepted by the financial community, such as actual and potential
      sales, earnings and cash flow and book value, and the price for which comparable
      businesses have recently been sold. If our board is not able to independently
      determine that the target business has a sufficient fair market value, we will
      obtain an opinion from an unaffiliated, independent investment banking firm
      which is a member of the FINRA with respect to the satisfaction of such
      criteria. Since any opinion, if obtained, would merely state that fair market
      value meets the 80% threshold described above, it is not anticipated that copies
      of such opinion would be distributed to our stockholders, although copies will
      be provided to stockholders who request it. We will not be required to obtain
      an
      opinion from an investment banking firm as to the fair market value of a
      proposed business combination if our board of directors independently determines
      that the target business has sufficient fair market value.




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          17
          -




***We
      may be unable to obtain additional financing, if required, to complete a
      business combination or to fund the operations and growth of the target
      business, which could compel us to restructure the transaction or abandon a
      particular business combination.***





If
      the
      net proceeds of our initial public offering and the private placement prove
      to
      be insufficient, either because of the size of the business combination or
      the
      depletion of the available net proceeds in search of a target business, or
      because we become obligated to redeem for cash a significant number of shares
      from dissenting stockholders, we will be required to seek additional financing.
      We cannot assure you that such financing would be available on acceptable terms,
      if at all. To the extent that additional financing proves to be unavailable
      when
      needed to consummate a particular business combination, we would be compelled
      to
      restructure the transaction or abandon that particular business combination
      and
      seek an alternative target business candidate. In addition, if we consummate
      a
      business combination, we may require additional financing to fund the operations
      or growth of the target business. The failure to secure additional financing
      could have a material adverse effect on the continued development or growth
      of
      the target business. None of our officers, directors or stockholders is required
      to provide any financing to us in connection with or after a business
      combination.




***Our
      officers and directors currently own shares of our common stock and thus may
      influence certain actions requiring a stockholder vote. Shares owned by our
      officers or directors will not participate in the liquidation of the trust
      account and a conflict of interest may arise in determining whether a particular
      target acquisition is appropriate for a business
      combination.***




Our
      officers and directors collectively own 20% of our issued and outstanding common
      stock. This ownership interest, together with any other acquisitions of our
      shares of common stock (or warrants which are subsequently exercised), could
      allow our officers or directors to influence the outcome of matters requiring
      stockholder approval, including the election of directors and approval of
      significant corporate transactions after completion of our initial business
      combination. The interests of our officers or directors and your interests
      may
      not always align and taking actions which require approval of a majority of
      our
      stockholders, such as selling our company, may be more difficult to
      accomplish.




Our
      officers or directors have waived their right to receive distributions with
      respect to those shares of common stock upon the liquidation of the trust
      account if we are unable to consummate a business combination. Additionally,
      in
      a private placement consummated prior to the initial public offering, each
      of
      our officers and directors other than Jacob Perry, purchased equal amounts
      of an
      aggregate of 1,500,000 warrants from at a purchase price of $1.00 per warrant
      for a total purchase price of $1,500,000. The shares of common stock acquired
      prior to our initial public offering and any warrants owned by our officers
      and
      directors will be worthless if we do not consummate a business combination.
      The
      personal and financial interests of our officers and our directors may influence
      their motivation in timely identifying and selecting a target acquisition and
      completing a business combination. Consequently, our officers’ discretion, and
      the discretion of our directors, in identifying and selecting a suitable target
      acquisition may result in a conflict of interest when determining whether the
      terms, conditions and timing of a particular business combination are
      appropriate and in our stockholders’ best interest and as a result of such
      conflicts management may choose a target acquisition that is not in the best
      interests of our stockholders.





***We
      will be dependent upon interest earned on the trust account to fund our search
      for a target company and consummation of a business
      combination.***




Of
      the
      net proceeds of our initial public offering and the private placement, only
      $50,000 is available to us initially outside the trust account to fund our
      working capital requirements. We will be dependent upon sufficient interest
      being earned on the proceeds held in the trust account to provide us with the
      additional working capital we will need to search for a target company and
      consummate a business combination. If interest rates were to decline
      substantially, we may not have sufficient funds available to complete a business
      combination. In such event, we would need to borrow funds from our insiders
      or
      others or be forced to dissolve, liquidate and wind up if we cannot consummate
      a
      business combination within the allotted time.




-
          18
          -




***Our
      outstanding warrants may have an adverse effect on the market price of common
      stock and make it more difficult to effect a business
      combination.***




We
      issued
      warrants to purchase up to 4,000,000 shares of our common stock as part of
      the
      units sold in our initial public offering. In addition, we have sold to Maxim
      Group LLC an option to purchase up to 125,000 units (which includes 125,000
      shares of our common stock and 125,000 warrants to purchase shares of our common
      stock). Each of our officers and directors, except Jacob Perry own an aggregate
      of 1,500,000 insider warrants that were purchased in a private placement
      consummated immediately prior to the initial public offering at a price of
      $1.00
      per warrant. To the extent we issue shares of common stock to effect a business
      combination, the potential for the issuance of substantial numbers of additional
      shares upon exercise of these warrants could make us a less attractive
      acquisition vehicle in the eyes of a target business as such securities, when
      exercised, will increase the number of issued and outstanding shares of our
      common stock and reduce the value of the shares issued to complete the business
      combination. Accordingly, our warrants may make it more difficult to effectuate
      a business combination or increase the cost of the target business.
      Additionally, the sale, or even the possibility of sale, of the shares
      underlying the warrants could have an adverse effect on the market price for
      our
      securities or on our ability to obtain future public financing. If and to the
      extent these warrants are exercised, you may experience dilution to your
      holdings.





***If
      our existing stockholders (including those officers and directors who have
      purchased warrants in the private placement) exercise their registration rights,
      it may have an adverse effect on the market price our common stock and the
      existence of these rights may make it more difficult to effect a business
      combination.***




Our
      existing stockholders, including our officers and directors who have purchased
      warrants in the private placement, are entitled to require us to register the
      resale of such warrants as well as their shares of common stock at any time
      after the date on which their shares are released from escrow. If such existing
      stockholders exercise their registration rights with respect to all of their
      shares of common stock (including those 1,500,000 shares of common stock
      issuable upon exercise of warrants included as part of the insider warrants),
      then there will be an additional 2,125,000 shares of common stock eligible
      for
      trading in the public market and we will bear the costs of registering such
      securities. The presence of this additional number of shares of common stock
      eligible for trading in the public market may have an adverse effect on the
      market price of our common stock. In addition, the existence of these rights
      may
      make it more difficult to effectuate a business combination or increase the
      cost
      of the target business, as the stockholders of the target business may be
      discouraged from entering into a business combination with us or will request
      a
      higher price for their securities as a result of these registration rights
      and
      the potential future effect their exercise may have on the trading market for
      our common stock.





***Our
      securities are quoted on the OTC Bulletin Board, which limits the liquidity
      and
      price of our securities more than if our securities were quoted or listed on
      the
      Nasdaq Stock Market or a national exchange.***





Our
      securities are quoted on the OTC Bulletin Board, a FINRA-sponsored and operated
      inter-dealer automated quotation system for equity securities not included
      in
      the Nasdaq Stock Market. Quotation of our securities on the OTC Bulletin Board
      limits the liquidity and price of our securities more than if our securities
      were quoted or listed on The Nasdaq Stock Market or a national exchange. Lack
      of
      liquidity limits the price at which you may be able to sell our securities
      or
      your ability to sell our securities at all.




***If
      we are deemed to be an investment company, we may be required to institute
      burdensome compliance requirements and our activities may be restricted, which
      may make it difficult for us to complete a business
      combination.***




We
      may be
      deemed to be an investment company, as defined under Sections 3(a)(1)(A) and
      (C)
      of the Investment Company Act of 1940, as amended, because, following our
      initial public offering and prior to the consummation of a business combination,
      we may be viewed as engaging in the business of investing in securities (in
      this
      case United States government securities as described below) having a value
      exceeding 40% of our total assets. If we are deemed to be an investment company
      under the Investment Company Act of 1940, our activities may be restricted
      which, among other problems, may make it difficult for us to complete a business
      combination. Such restrictions include:


·
              restrictions
                  on the nature of our investments;
                  and
 ·
              restrictions
                  on the issuance of
                  securities.




In
      addition, we may have imposed upon us burdensome requirements,
      including:


·
              registration
                  as an investment company;
 ·
              adoption
                  of a specific form of corporate structure;
                  and
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            19
            -
  ·
              reporting,
                  record keeping, voting, proxy and disclosure requirements and other
                  rules
                  and regulations.




However,
      we do not believe that our principal activities will subject us to the
      Investment Company Act of 1940. To this end, the proceeds held in trust are
      invested by the trust agent in “government securities” with specific maturity
      dates or in money market funds meeting certain conditions under Rule 2a-7
      promulgated under the Investment Company Act of 1940. By restricting the
      investment of the proceeds to these instruments, we intend to avoid being deemed
      an investment company within the meaning of the Investment Company Act of 1940.
      Notwithstanding our belief that we are not required to comply with the
      requirements of such act, in the event that the stockholders do not approve
      a
      plan of dissolution and liquidation and the funds remain in the trust account
      for an indeterminable amount of time, we may be considered to be an investment
      company and thus required to comply with such act. If we were deemed to be
      subject to the act, compliance with these additional regulatory burdens would
      require additional expense that we have not allotted for.





**Risks
      Associated with Operations in Israel**




Acquisitions
      of companies with operations in Israel entail special considerations and risks.
      Additionally, although we are not limited to any particular industry, we intend
      to focus our search on target businesses in Israel that are engaged in the
      technology industry. If we are able to acquire a target business with operations
      in Israel, we will be subject to, and possibly adversely affected by, the
      following risks:




***If
      there are significant shifts in the political, economic and military conditions
      in Israel, it could have a material adverse effect on our
      profitability.***




If
      we
      consummate a business combination with a target business in Israel, it will
      be
      directly influenced by the political, economic and military conditions affecting
      Israel at that time and following acquisition. Major hostilities involving
      Israel or the interruption or curtailment of trade between Israel and its
      present trading partners could have a material adverse effect on the target
      business and its operating results and financial condition. Furthermore, several
      countries restrict business with Israeli companies. This may impair our ability
      following a business combination to be, or become, profitable.




***The
      termination or reduction of tax and other incentives that the Israeli Government
      provides to domestic companies may increase the costs involved in operating
      a
      company in Israel.***




The
      Israeli Government currently provides tax and capital investment incentives
      to
      domestic companies. Additionally, the Israeli Government currently provides
      grant and loan programs relating to research and development, marketing and
      export activities. In recent years, the Israeli Government has reduced the
      benefits available under these programs and Israeli Government authorities
      have
      indicated that the government may in the future further reduce or eliminate
      the
      benefits of those programs. We cannot assure you such benefits and programs
      would continue to be available following a business combination, or if
      available, to what extent. If such benefits and programs were terminated or
      further reduced, it could have an adverse affect on our results of operations
      following a business combination or make a specific business combination less
      attractive.




***If
      relations between the United States and Israel deteriorate, it could cause
      potential target businesses or their goods or services to become less
      attractive.***




Israel
      and the United States have historically had a positive relationship. A
      significant amount of Israel’s economic development has been financed
      principally by military and economic aid from the United States and many Israeli
      companies have been financed by United States venture capital and investment
      concerns. If the relationship between the United States and Israel deteriorates,
      it could adversely affect our operations or cause potential target businesses
      or
      their goods or services to become less attractive.




***Because
      all of our directors and officers reside outside of the United States and,
      after
      the consummation of a business combination, substantially all of our assets
      will
      be located outside of the United States, it may be difficult for investors
      to
      enforce their legal rights against such individuals.***




All
      of
      our directors and officers reside outside of the United States and, after the
      consummation of a business combination, substantially all of our assets will
      be
      located outside of the United States. As a result, it may not be convenient
      or
      even possible for investors in the United States to enforce their legal rights,
      to effect service of process upon our directors or officers or to enforce
      judgments of United States courts predicated upon civil liabilities and criminal
      penalties of our directors and officers under federal securities laws or other
      United States laws.




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          20
          -




***Our
      operations could be disrupted as a result of the obligation of personnel to
      perform military service.***




Executive
      officers or key employees of a target business may also reside in Israel and
      be
      required to perform annual military reserve duty. Our operations could be
      disrupted by the absence for a significant period of one or more of these
      officers or key employees due to military service. Any such disruption could
      adversely affect our business, results of operations and financial
      condition.




***Because
      a substantial portion of many Israeli companies’ revenues is generated in
      dollars and euros, while a significant portion of their expenses is incurred
      in
      Israeli currency, a target business’ revenue may be reduced due to inflation in
      Israel and currency exchange rate fluctuations.***




A
      substantial portion of many Israeli companies’ revenues is generated in dollars
      and euros, while a significant portion of their expenses, principally salaries
      and related personnel expenses, are paid in Israeli currency. As a result,
      a
      target business will likely be exposed to the risk that the rate of inflation
      in
      Israel will exceed the rate of devaluation of Israeli currency in relation
      to
      the dollar or the euro, or that the timing of this devaluation will lag behind
      inflation in Israel. Because inflation has the effect of increasing the dollar
      and euro costs of an Israeli company’s operations, it would therefore have an
      adverse effect on our dollar-measured results of operations following a business
      combination. The value of NIS against the United States dollar and other
      currencies may fluctuate and is affected by, among other things, changes in
      Israel’s political and economic conditions. As our operations may be primarily
      in Israel, any significant revaluation of the NIS may materially and adversely
      affect our cash flows, revenues and financial condition. Fluctuations in the
      NIS
      exchange rate, or even the appearance of instability in such exchange rate,
      could adversely affect our ability to find an attractive target business with
      which to consummate a business combination and to operate our business after
      a
      business combination.




***Any
      Israeli government grants we receive for research and development expenditures
      may be reduced or eliminated due to government budget cuts. These grants limit
      or prohibit our ability to manufacture products and transfer know-how outside
      of
      Israel and require us to satisfy specified
      conditions.***




Following
      a business combination, the target business we acquire may be receiving, or
      may
      receive in the future, grants from the government of Israel through the Office
      of the Chief Scientist of Israel’s Ministry of Industry, Trade and Labor for the
      financing of a portion of our research and development expenditures in Israel.
      Upon our acquisition of such entity, the Office of Chief Scientist will
      determine whether the entity will be eligible to continue receiving grants
      following the business combination. Additionally, the Israeli government has
      reduced the benefits available under this program in recent years and has
      indicated that it may reduce or eliminate these benefits in the future. When
      know-how or products are developed using Chief Scientist grants, the terms
      of
      these grants prohibit the transfer of the know-how out of Israel and would
      limit
      our ability to manufacture products based on this know-how outside of Israel
      without the prior approval of the Office of the Chief Scientist. Any approval,
      if given, will generally be subject to additional financial obligations. If
      we
      fail to comply with the conditions imposed by the Office of the Chief Scientist,
      including the payment of royalties with respect to grants received, we may
      be
      required to refund any payments previously received, together with interest
      and
      penalties. The difficulties in obtaining the approval of the Office of the
      Chief
      Scientist for the transfer of manufacturing rights out of Israel could have
      a
      material adverse effect on strategic alliances or other transactions that we
      may
      enter into in the future that provide for such a transfer. If we acquire a
      target business in Israel, any non-Israeli who becomes a holder of 5% or more
      of
      our outstanding common stock will be required to notify the Office of the Chief
      Scientist and to undertake to observe the law governing the grant programs
      of
      the Office of the Chief Scientist.




***Because
      Israeli law will govern almost all of any target business’ material agreements,
      we may not be able to enforce our rights within Israel or elsewhere, which
      could
      result in a significant loss of business, business opportunities or
      capital.***




Israeli
      law will govern almost all of our target business’ material agreements. We
      cannot assure you the target business will be able to enforce any of its
      material agreements or that remedies will be available outside of Israel. The
      system of laws and the enforcement of existing laws in Israel may not be as
      certain in implementation and interpretation as in the United States. Any
      inability to enforce or obtain a remedy under any of our future agreements
      could
      result in a significant loss of business, business opportunities or
      capital.




***Because
      any target business that we attempt to complete a business combination with
      will
      be required to provide our stockholders with financial statements prepared
      in
      accordance with and reconciled to United States generally accepted accounting
      principles, prospective target businesses may be
      limited.***




In
      accordance with requirements of United States federal securities laws, in order
      to seek stockholder approval of a business combination, a proposed target
      business will be required to have certain financial statements which are
      prepared in accordance with, or which can be reconciled to, United States
      generally accepted accounting principles and audited in accordance with United
      States generally accepted auditing standards.  To the extent a prospective
      target business does not have financial statements which have been prepared
      with, or which can be reconciled to, United States generally accepted accounting
      standards, and audited in accordance with United States generally accepted
      auditing standards, we will not be able to acquire such target business.
 These financial statement requirements may limit the pool of potential
      target businesses which we may acquire.




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          21
          -




***Exchange
      controls may restrict our ability to utilize our cash
      flow.***




Israeli
      companies are subject to rules and regulations on currency conversion. In 1998,
      the Israeli currency control regulations were liberalized significantly, and
      there are currently no currency controls in place. However, legislation remains
      in effect pursuant to which such currency controls could be imposed in Israel
      by
      administrative action at any time. We cannot assure you that such controls
      will
      not be reinstated, and if reinstated, would not have an adverse effect on our
      operations.




***If
      we fail to satisfy the conditions specified by any “Approved Enterprise”
program, we may be required to pay increased taxes and would likely be denied
      the tax benefits to which we are currently entitled in the
      future.***




Following
      a business combination, the Investment Center of the Ministry of Industry,
      Trade
      and Labor, a part of the Israeli Government, may grant, or have already granted,
      “Approved Enterprise” status to some investment programs at any manufacturing
      facilities we may acquire. “Approved Enterprises” are companies incorporated in
      Israel that qualify, based on certain criteria, for special treatment in respect
      of governmental benefits and grants designed to promote foreign and domestic
      investment. When we generate net income from Approved Enterprise programs,
      the
      portion of our income derived from these programs would be exempt from tax
      for a
      period of two years and is subject to reduced tax for an additional period
      thereafter. The benefits available to an Approved Enterprise program depend
      upon
      the ability of the entity to adhere to the investment program filed with the
      Investment Center of the Israeli Ministry of Industry, Trade and Labor, and
      to
      the fulfillment of periodic reporting obligations. If we fail to comply with
      these conditions, in whole or in part, we may be required to pay additional
      taxes for the period in which we benefited from the tax exemption or reduced
      tax
      rates and would likely be denied these benefits in the
      future.





***The
      ability of any Israeli subsidiary to pay dividends is subject to Israeli law
      and
      the amount of cash dividends payable may be subject to devaluation in the
      Israeli currency.***




After
      the
      completion of any business combination, if such business combination involves
      us
      maintaining an Israeli subsidiary, the ability of such Israeli subsidiary to
      pay
      dividends may be governed by Israeli law, which provides that cash
      dividends will be paid by an Israeli corporation only out of retained
      earnings as determined for statutory purposes in Israeli currency. In the event
      of a devaluation of the Israeli currency against the dollar, the amount in
      dollars available for payment of cash dividends out of prior years’ earnings
      will decrease accordingly. Cash dividends paid by an Israeli corporation to
      United States resident corporate parents are subject to the Convention for
      the
      Avoidance of Double Taxation between Israel and the United States. Under the
      terms of the Convention, such dividends are subject to taxation by both Israel
      and the United States and, in the case of Israel, such dividends out of income
      derived in respect of a period for which an Israeli company is entitled to
      the
      reduced tax rate applicable to an Approved Enterprise are generally subject
      to
      withholding of Israeli income tax at source at a rate of 15%. Any Israeli
      subsidiary would also be subject to additional Israeli taxes in respect of
      such
      dividends, generally equal to the tax benefits previously granted in respect
      of
      the underlying income by virtue of any Approved Enterprise status.




***If
      any dividend is declared in the future and paid in a foreign currency, you
      may
      be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that
      you
      will actually ultimately receive.***




If
      you
      are a U.S. shareholder, you will be taxed on the U.S. dollar value of your
      dividends at the time you receive them, even if you actually receive a smaller
      amount of U.S. dollars when the payment is in fact converted into U.S. dollars.
      Specifically, if a dividend is declared and paid in a foreign currency, the
      amount of the dividend distribution that you must include in your income as
      a
      U.S. holder will be the U.S. dollar value of the payments made in the foreign
      currency, determined at the spot rate of the foreign currency to the U.S. dollar
      on the date the dividend distribution is includible in your income, regardless
      of whether the payment is in fact converted into U.S. dollars. Thus, if the
      value of the foreign currency decreases before you actually convert the currency
      into U.S. dollars, you will be taxed on a larger amount in U.S. dollars than
      the
      U.S. dollar amount that you will actually ultimately receive.




-
          22
          -




***Because
      service and enforcement of legal process against our executive officers and
      directors is uncertain, investors may not be able to obtain or collect upon
      a
      judgment against such individuals and we may not be able to enforce our
      indemnity rights against our executive officers.***





Service
      of process upon individuals or firms which are not resident in the United States
      may be difficult to obtain within the United States. Each of our directors
      and
      officers reside outside the United States. Furthermore, depending on the
      location of our assets and the assets of our directors and officers, any
      judgment obtained in the United States against us or such persons may not be
      collectible within the United States. We have appointed National Registered
      Agents, Inc. as our agent to receive service of process in any action against
      us
      in the United States. None of our officers or directors has consented to service
      of process in the United States or to the jurisdiction of any United States
      Court.





If
      we are
      unable to complete a business combination and are forced to distribute the
      proceeds held in trust to the holders of our common stock, our executive
      officers have agreed that they will be personally liable to ensure that the
      proceeds in the trust account are not reduced by the claims, if any, of vendors
      or other entities that are owed money by us for services rendered or contracted
      for or products sold to us, or by any target business, and that have not
      executed an agreement waiving any right, title, interest or claim of any kind
      in
      or to any monies held in trust; provided, however, that such liability may
      not
      extend to claims of target businesses brought under Israeli law or in Israeli
      courts. Accordingly, if a judgment is obtained against the trust account, we
      may
      not be able to enforce our indemnity rights against our executive
      officers.




There
      is
      substantial doubt as to the enforceability of civil liabilities under the
      Securities Act or the Exchange Act in original actions instituted in Israel.
      However, subject to certain time limitations and pursuant to the provisions
      set
      forth above, an Israeli court may declare a foreign civil judgment
      enforceable.





In
      order
      to transfer the proceeds of a foreign judgment enforced in Israel, outside
      of
      Israel, the transferring bank must notify the Controller of Foreign Currency
      of
      the Bank of Israel regarding the source of the funds. Under existing law, a
      foreign judgment payable in foreign currency may be paid in Israeli currency
      at
      the rate of exchange on the date of payment, but the judgment debtor may also
      make payment in foreign currency if the Israeli exchange control regulations
      then in effect permit such foreign currency payment. Pending collection, the
      amount of the judgment of an Israeli court stated in Israeli currency will
      ordinarily be linked to the Israeli consumer price index. Judgment creditors
      must bear the risk that they will be unable to convert their award into foreign
      currency that can be transferred out of Israel. All judgment creditors must
      bear
      the risk of unfavorable exchange rates.





**Risks
      Associated with the Technology Sector**




As
      mentioned elsewhere herein, our primary interest is in seeking a business
      combination with a company in the technology sector, although we may seek a
      business combination with a company in any industry. Below are some of the
      risks
      that we may face if we consummate a business combination in the technology
      industry.




***The
      technology sector is highly competitive and we may not be able to compete
      effectively which could adversely affect our revenues and profitability
      following a business combination.***




The
      technology industry is rapidly evolving and intensely competitive. We expect
      competition to continue and intensify in the future. Many of the competitors
      we
      expect to face following a business combination may have significantly greater
      financial, technical, marketing and other resources than we do. Many of our
      potential competitors have a significantly broader market presence and greater
      experience than we have. These advantages will allow them to expend considerably
      more of their resources in an attempt to generate revenue, and may allow them
      to
      use their greater resources more effectively than we can. Accordingly, these
      competitors may be able to take advantage of market opportunities and withstand
      market downturns better than we can. We believe the competition we would face
      would be based primarily on the following factors:


·
              price;
 ·
              marketing;
 ·
              licenses;
 ·
              timely
                  introduction of new technologies;
                  and
 ·
              product
                  positioning.




Some
      of
      these competitors may also offer a wider range of services than we can and
      have
      greater name recognition and a larger client base. These competitors may be
      able
      to respond more quickly to new or changing opportunities, technologies and
      client requirements. They may also be able to undertake more extensive
      promotional activities, offer more attractive terms to clients, and adopt more
      aggressive pricing policies. If we are unable to compete effectively, it could
      harm our future business prospects.




-
          23
          -




***We
      may not recoup the cost of developing new products.***




To
      establish market acceptance, we may have to dedicate significant time and money
      to research, intellectual property development, production, marketing and sales.
      These costs would be especially high and speculative in developing new products,
      where substantial expenses often precede meaningful revenues. Thus, we may
      not
      recoup the cost of developing any new revenue streams for lengthy periods or
      at
      all.





***Products
      may contain defects that may be difficult or even impossible to correct. Product
      defects could result in lost sales, additional costs, increased risk of
      liability and erosion of consumer and market
      confidence.***





Any
      technology product first introduced or released may contain software, hardware
      or other defects difficult to detect and correct. Correcting defects can be
      a
      time-consuming and costly task, and may take several months. The existence
      of
      defects and delays in correcting them could result in negative consequences,
      including, but not limited to, the following:


·
              delays
                  in shipping;
 ·
              cancellation
                  of orders;
 ·
              additional
                  warranty and insurance expense;
 ·
              delays
                  in the collection of receivables;
 ·
              product
                  returns;
 ·
              increased
                  risk of litigation and liability
                  exposure;
 ·
              loss
                  of market acceptance of our
                  products;
 ·
              diversion
                  of research and development resources from new product
                  development; and
 ·
              inventory
                  write-downs.




***If
      key suppliers are unable to provide the raw materials required for production,
      we may not be able to obtain the raw materials from other sources on as
      favorable terms.***




Regardless
      of the industry in which we effect a business combination, we will purchase
      raw
      materials from third parties. These raw materials may be subject to substantial
      cyclical price fluctuations and other market disturbances, including supply
      shortages. Any failure of such third parties to procure the raw materials needed
      may force us to procure such materials from other sources, if available, which
      could be costly and time consuming. The lack of availability or increase in
      price of such materials, regardless of the reason, could further have a negative
      impact on our financial condition and results of operations, as we may be forced
      to procure such materials from outside parties.




***Actual
      or alleged violations of environmental laws or permit requirements could result
      in restrictions or prohibitions on plant operations, substantial civil or
      criminal sanctions, as well as the assessment of strict liability and/or joint
      and several liability.***




As
      a
      result of any business combination, we may be subject to extensive federal,
      state, local and foreign laws, regulations, rules and ordinances relating to
      pollution or protection of the environment. Costs and capital expenditures
      relating to environmental, health or safety matters are subject to evolving
      regulatory requirements and will depend on the timing of the promulgation and
      enforcement of specific standards which impose the requirements. Moreover,
      changes in environmental regulations could inhibit or interrupt operations
      or
      require modifications to facilities. Accordingly, environmental, health or
      safety regulatory matters may result in significant unanticipated costs or
      liabilities.




***Our
      business could suffer if we need to replace
      manufacturers.*** **




We
      may
      compete with other companies for the production capacity of our manufacturers.
      Some of these competitors have greater financial and other resources than we
      have, and thus may have an advantage in the competition for production. If
      we
      experience a significant increase in demand, or if an existing manufacturer
      of
      ours must be replaced, we may have to expand our third-party manufacturing
      capacity. We cannot guarantee that this additional capacity will be available
      when required on terms that are acceptable to us, if at all.




-
          24
          -




***International
      operations are subject to a variety of risks that could adversely affect those
      operations and thus our profitability and operating
      results.***




Our
      operations in countries outside the U.S., which are expected to be substantial
      and material, are accompanied by certain financial and other risks. We intend
      to
      pursue growth opportunities internationally, which could expose us to greater
      risks associated with international sales and operations. Our international
      operations are, and will continue to be, subject to a number of risks and
      potential costs, including:


·
              changes
                  in foreign programs and policies;
 ·
              changes
                  in foreign regulatory, duty, tax or other
                  requirements;
 ·
              local
                  product requirements;
 ·
              longer-term
                  receivables than are typical in the
                  U.S.;
 ·
              fluctuations
                  in foreign currency exchange rates;
 ·
              less
                  protection of intellectual property in some countries outside of
                  the
                  U.S.;
 ·
              trade
                  protection measures and import and export regulations and
                  requirements;
 ·
              work
                  force instability;
 ·
              political
                  and economic instability; and
 ·
              complex
                  tax and cash management
                  issues.




***Our
      ability to execute our business plan will depend, in part, on our ability to
      respond to constantly changing trends and consumer
      demands.*** **




Our
      ability to execute our business plan will depend, in part, on our ability to
      originate and define products and trends, as well as to anticipate, gauge and
      react to changing consumer demands in a timely manner. Our products will need
      to
      appeal to a broad range of consumers whose preferences cannot be predicted
      with
      certainty and are subject to rapid change. We cannot assure you we will be
      able
      to develop appealing products or have the ability to meet constantly changing
      consumer demands in the future. In addition, we cannot assure you any new
      products we introduce will be accepted by consumers. Any failure on our part
      to
      anticipate, identify and respond effectively to changing consumer demands and
      trends could adversely affect retail and consumer acceptance of our products
      and
      leave us with a substantial amount of unsold inventory or missed
      opportunities.




***We
      may effect a business combination in an industry in which a substantial part
      of
      our revenue is derived from government contracts, which are often non-standard,
      involve competitive bidding, may be subject to cancellation with or without
      penalty and may produce volatility in earnings and
      revenue.***




Obtaining
      contracts from government agencies is challenging and government contracts
      often
      include provisions that are not standard in private commercial transactions.
      For
      example, government contracts may:


·
              include
                  provisions that allow the government agency to terminate the contract
                  without penalty under some
                  circumstances;
 ·
              be
                  subject to purchasing decisions of agencies that are subject to
                  political
                  influence;
 ·
              include
                  bonding requirements;
 ·
              contain
                  onerous procurement procedures; and
 ·
              be
                  subject to cancellation or reduction if government funding becomes
                  unavailable or is cut back.




Securing
      government contracts can be a protracted process involving competitive bidding.
      In many cases, unsuccessful bidders may challenge contract awards, which can
      lead to increased costs, delays and possible loss of the contract for the
      winning bidder. Protests and similar delays regarding any future government
      contracts of a material nature that may be awarded to us could result in
      materially adverse revenue volatility, making management of inventory levels,
      cash flow and profitability or loss inherently difficult. Outright loss of
      any
      material government contract through the protest process or otherwise, could
      have a material adverse effect on the combined company’s financial results and
      stock price.




Government
      agencies are subject to political, budgetary, purchasing and delivery
      constraints which may result in quarterly and annual revenues and operating
      results that may be irregular and difficult to predict. Such revenue volatility
      may make management of inventory levels, cash flow and profitability inherently
      difficult. In addition, if we are successful in winning such procurements,
      there
      may be unevenness in shipping schedules, as well as potential delays and changes
      in the timing of deliveries and recognition of revenue, or cancellation of
      such
      procurements.




-
          25
          -




***Security
      breaches in systems we may sell or maintain could result in the disclosure
      of
      sensitive government information or private personal information that could
      result in the loss of clients, increased liability exposure and negative
      publicity.***




Many
      of
      the industries in which we are contemplating a business combination will involve
      exposing our company, and its products, to private personal information and
      information involved in sensitive government functions. Any protective measures
      we may use in these cases may not prevent security breaches, and failure to
      prevent security breaches may disrupt the combined company’s business, damage
      its reputation and expose it to litigation and liability. A party who is able
      to
      circumvent security measures could misappropriate sensitive or proprietary
      information or materials or cause interruptions or otherwise damage our
      products, services and reputation, and the property of our customers. If
      unintended parties obtain sensitive data and information, or create bugs or
      viruses or otherwise sabotage the functionality of our systems, we may receive
      negative publicity, incur liability to our customers or lose the confidence
      of
      our customers, any of which may cause the termination or modification of our
      contracts. Further, our insurance coverage may be insufficient to cover losses
      and liabilities that may result from such events.




In
      addition, we may be required to expend significant capital and other resources
      to protect ourselves against the threat of security breaches or to alleviate
      problems caused by these breaches. However, protective or remedial measures
      may
      not be available at a reasonable price or at all, or may not be entirely
      effective if commenced.




***If
      we are unable to protect our patents, trademarks, copyrights and other
      intellectual property rights following a business combination, competitors
      may
      be able to use our technology or intellectual property rights, which could
      weaken our competitive position.***




If
      we
      acquire a target business that is the owner of patents, trademarks, copyrights
      and other intellectual property, our operations may depend in part on our
      ability to obtain and enforce intellectual property rights for those assets,
      in
      the United States, Israel, Europe and in other countries. In those
      circumstances, we may file applications for patents, copyrights and trademarks
      as our management deems appropriate. We cannot assure you that these
      applications, if filed, will be approved, or that we will have the financial
      and
      other resources necessary to enforce our proprietary rights against infringement
      by others. Additionally, we cannot assure you any patent, trademark or copyright
      obtained by us will not be challenged, invalidated or circumvented.




***If we are alleged to have infringed on the intellectual property, privacy or
      other rights of third parties, it could subject us to significant liability
      for
      damages and invalidation of our proprietary rights.***




If,
      following a business combination, third parties allege we have infringed on
      their intellectual property rights, privacy rights or publicity rights or have
      defamed them, we could become a party to litigation. These claims and any
      resulting lawsuits could subject us to significant liability for damages and
      invalidation of our proprietary rights and/or restrict our ability to publish
      and distribute the infringing or defaming content.




***If
      we acquire several companies with the intent of merging them to achieve
      economies of combination, a failure to merge them smoothly may harm our
      financial results.***




If
      we
      acquire several companies, rather than a single one, with a total value of
      at
      least 80% of the amount in our trust account (excluding $362,500 of deferred
      underwriting compensation) at the time of such acquisition, we would expect
      to
      achieve economies of combination by downsizing the combined management and
      administrative staffs into a smaller, more cost effective management team.
      If we
      are not able to achieve these economies of combination, our financial results
      could suffer.





**Risks
      Associated with Acquiring a Business Based in Europe**





***In
      the event we seek to acquire an operating business currently located in Europe,
      regulations governing such acquisition could have a material adverse effect
      on
      our ability to consummate a business combination.***





Although
      the majority of our efforts will be spent on seeking an attractive Israeli
      company to acquire, our officers and directors have extensive contacts
      throughout the international business community. Accordingly, they may be
      introduced to companies located throughout Europe that may be attractive
      targets. The European Commission regulates mergers, full function joint ventures
      (i.e. ones which perform on a lasting basis all the functions of an autonomous
      economic entity) and the acquisition of holdings which confer decisive influence
      over an enterprise and which meet certain turnover thresholds specified in
      the
      EC Merger Regulation. Such transactions may not be carried out without prior
      approval from the European Commission. In the event we seek to acquire a
      European based company, we may be subject to additional regulatory obstacles
      which may have the effect of increasing the cost of, or delaying or preventing,
      such an acquisition.




-
          26
          -




***European
      regulations governing any acquired business could have a material adverse effect
      on our ability to increase revenues.***




It
      is
      expected that any business we seek to acquire that is located in Europe will
      be
      subject to direct and indirect regulation by the European Union and in the
      country in which the business is operated. The technology industry throughout
      Europe is heavily regulated and changes in regulations or requirements, changes
      in interpretation of existing regulations or failure to obtain required
      regulatory approvals or licenses could adversely affect our ability to operate
      or compete effectively. Changes in regulations and requirements applicable
      to
      competitive practices, pricing, licensing, taxation or other aspects of
      operations, including current or new technologies, products or services, could
      adversely affect our business prospects.




Changes
      in regulations could also adversely affect our manufacturing and distribution
      processes, the timing and cost of new products or services and, ultimately,
      their commercial success. Finally, export controls, tariffs or other fees or
      levies imposed on our products, as well as environmental, product safety,
      security and other European regulations concerning the export, import, pricing
      or costs of any technologies, products and services, could adversely affect
      our
      results of operations and future business prospects.




***If
      our activities are subject to significant price and other regulatory controls
      in
      Europe, our competitive position and future profitability may be
      affected.***




Certain
      European regulatory controls address issues such as the prices a company may
      charge for certain products or services. We cannot provide assurances regulatory
      authorities will not increase the severity of such price controls, nor extend
      the products or services to which such controls apply (including any new
      products or services we may offer in the future). These controls may adversely
      affect our market share, the severity of competition and our future
      profitability.




***We
      may encounter difficulties in moving all or a part of the operations of any
      European business we acquire.***




While
      we
      may determine not to move any of the operations of any acquired company to
      Israel, in the event we determine to do so, we would expect to face many
      regulatory hurdles in connection with such a move. Such a move would also
      require financial, logistical and other resources which could increase the
      time
      and cost required to effectuate such change. Additionally, such a move could
      have a negative impact on relationships with customers, suppliers, vendors
      and
      distributors. Any or all of such factors could be expected to have a negative
      impact on our financial condition and future business prospects.




**Item
      1B. Unresolved Staff Comments.**




Not
      applicable.




**Item
      2. Properties.**




We
      lease
      office space at which we maintain our executive offices at 4 Maskit Street,
      Herzeliya, Israel. The costs for this space is included in the $7,500 per-month
      fee New Pole Ltd., an affiliate of Ronen Zadok, our Chief Financial Officer,
      charges us for general and administrative services. We consider our current
      office space adequate for our current operations.




**Item
      3.**  **Legal
      Proceedings.**




To
      the
      knowledge of our management, there is no litigation currently pending or
      contemplated against us or any of our property.




-
          27
          -




**Item
              4.**
            **Submission
                of Matters to a Vote of Security
                Holders.**




None.




**PART
      II**




**Item
                5.**
            **Market
                for Registrant’s Common Equity, Related Stockholder Matters and Issuer
                Purchases of Equity
                Securities.**




**Market
      Information**




Our
      common stock, warrants and units are each traded on the OTC Bulletin Board
      under
      the symbols PPAC, PPACW and PPACU, respectively. Our units commenced public
      trading on April 25, 2007, and our common stock and warrants commenced public
      trading on June 1, 2007.




The
      following tables set forth, for the calendar quarter indicated, the quarterly
      high and low sales price for the Company’s units, common stock and warrants,
      respectively, as reported on the OTC Bulletin Board. The quotations merely
      reflect the prices at which transactions were proposed, and do not necessarily
      represent actual transactions.




**OTC
                Bulletin Board****Pinpoint Advance**
              **Corp.**
              **Common Stock**
            
            **Pinpoint
                Advance**
              **Corp.
                Warrants**
            
            **Pinpoint
                Advance**
              **Corp.**
              **Units****High**
            
            **Low**
            
            **High**
            
            **Low**
            
            **High**
            
            **Low**Quarter
                ended December 31, 2007
            
            $
            9.33
            
            $
            9.24
            
            $
            0.94
            
            $
            0.80
            
            $
            10.20
            
            $
            10Quarter
                ended September 30, 2007
            
            $
            9.32
            
            $
            9.15
            
            $
            1.10
            
            $
            0.72
            
            $
            10.40
            
            $
            9.71Quarter
                ended June 30, 2007 (from April 25, 2007)
            
            $
            9.18
            
            $
            9.10
            
            $
            1.35
            
            $
            1.14
            
            $
            10.45
            
            $
            10




On
      March
      26, 2008, the closing prices of our common stock, units and warrants were $9.20,
      $9.70 and $0.52, respectively.




**Holders**





On March
      28,
      2008, there
      were six holders of record of our common stock.





**Dividends**





We
      have
      not paid any dividends on our common stock to date and do not intend to pay
      dividends prior to the completion of a business combination. The payment of
      dividends in the future will be contingent upon our revenues and earnings,
      if
      any, capital requirements and general financial condition subsequent to
      completion of a business combination. The payment of any dividends subsequent
      to
      a business combination will be within the discretion of the board of directors.
      It is the present intention of our board of directors to retain all earnings,
      if
      any, for use in our business operations and, accordingly, our board does not
      anticipate declaring any dividends in the foreseeable future.





**Securities
      Authorized for Issuance Under Equity Compensation Plans.**





None.





**Repurchases
      of Equity Securities.**





None.


-
          28-




**Item
              6.**
            **Selected
                Financial Data.**




Not
      applicable.




**Item
              7.**
            **Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations.**





The
      following discussion should be read in conjunction with the Company’s Financial
      Statements and footnotes thereto contained in this report.





**Overview**





We
      were
      formed on September 6, 2006 for the purpose of acquiring, merging with, engaging
      in a capital stock exchange with, purchasing all or substantially all of the
      assets of, or engaging in any other similar business combination of an
      unidentified operating business. We intend to focus on identifying a prospective
      business with operations or facilities located in Israel, but will not be
      limited to pursuing acquisition opportunities only in Israel, and may pursue
      a
      company operating in Europe which management believes would benefit from
      establishing operations or facilities in Israel. Until consummation of our
      initial public offering in April 2007, all of our activity related to our
      formation and preparing for the initial public offering. Since then, we have
      been searching for prospective target businesses to acquire. We intend to
      utilize cash derived from the proceeds of our recently completed public
      offering, our capital stock, debt or a combination of cash, capital stock and
      debt, in effecting a business combination.





**Results
      of Operations**




We
      have
      little operating history, Our entire activity since inception has been to
      prepare for our initial public offering and, subsequently, to complete a
      business combination. We will not generate any operating income until the
      completion of a business combination. We have generated non-operating income
      in
      the form of interest income earned on the amounts held in our trust account.





For
      the
      year ended December 31, 2007 and for the period from inception (September 6,
      2006) to December 31, 2006, we had net income (loss) of approximately $397,249
      and ($8,140), respectively. The increase is primarily due to generating $897,815
      of interest income on the proceeds of our April 2007 initial public offering,
      less general and administrative expenses of $295,923 and income taxes of
      $204,643 in 2007 as compared to the Company having no operations in the prior
      year. The general and administrative expenses have consisted primarily of
      establishing a corporate office and expenses incurred to evaluate business
      combinations.





During
      the period from inception (September 6, 2006) to December 31, 2007, the Company
      generated net income of approximately $389,109 consisting of approximately
      $593,752 and income taxes of $204,643.




**Liquidity
      and Capital Resources** **.**





We
      consummated our initial public offering of 2,500,000 units on April 25, 2007
      at
      a price of $10.00 per unit. Each unit consists of one share of common stock,
      par
      value $.0001 per share and one warrant to purchase one share of common stock.
      On
      May 2, 2007, the underwriters exercised a portion of their over-allotment option
      and purchased an additional 375,000 units. Immediately prior to the consummation
      of our initial public offering, we consummated the private placement of
      1,500,000 warrants at a purchase price of $1.00 per warrant to certain of our
      officers and directors. Gross proceeds from our initial public offering were
      $30,250,000 (including the over-allotment option and warrants sold privately).
      We paid a total of $1,349,900 in underwriting discounts and commissions, and
      approximately $449,000 was paid for costs and expenses related to the initial
      public offering. After deducting the underwriting discounts and commissions
      and
      the offering expenses, the total net proceeds to us from the initial public
      offering were approximately $28,451,000, of which $28,366,000 was deposited
      into
      the Trust Account. In additional, the first $114,900 of interest earned on
      the
      trust account will be used to bring the amount held in the trust account to
      $28,480,900 (or approximately $9.91 per share). The amount held in trust
      includes $862,500 of deferred underwriting compensation payable to Maxim Group
      LLC if and only if a business combination is consummated. The remaining proceeds
      are available to be used by us to provide for business, legal and accounting
      due
      diligence on prospective acquisitions and continuing general and administrative
      expenses. We will use substantially all of the net proceeds of the initial
      public offering to acquire a target business, including identifying and
      evaluating prospective acquisition candidates, selecting the target business,
      and structuring, negotiating and consummating the business combination. To
      the
      extent our capital stock is used in whole or in part as consideration to effect
      a business combination, the proceeds held in the Trust Account as well as any
      other net proceeds not expended will be used to finance the operations of the
      target business. We believe we will have sufficient available funds outside
      of
      the Trust Account to operate through April 25, 2009, assuming that a business
      combination is not consummated during that time. We do not believe we will
      need
      to raise additional funds following our initial public offering in order to
      meet
      the expenditures required for operating our business. However, we may need
      to
      raise additional funds through a private offering of debt or equity securities
      if such funds are required to consummate a business combination that is
      presented to us. We would only consummate such a financing simultaneously with
      the consummation of a business combination.




-
          29-


Our
      principal capital requirement for the 2007 fiscal year was to acquire a target
      business, including identifying and evaluating prospective acquisition
      candidates, selecting the target business and structuring negotiating and
      consummating the business combination. Other than interest income that may
      be
      released to us, the proceeds held in trust will not be released to us prior
      to
      the consummation of a business combination or our dissolution and liquidation.
      To the extent that our capital stock is used in whole or in part as
      consideration to effect a business combination, the proceeds held in the trust
      fund as well as any other net proceeds not expended will be used to finance
      the
      operations of the target business. We believe we will have sufficient available
      funds outside of the trust fund to operate through April 2009, assuming that
      a
      business combination is not consummated during that time. We do not believe
      we
      will need to raise additional funds in order to meet the expenditures required
      for operating our business. However, we may need to raise additional funds
      through a private or public offering of debt or equity securities if such funds
      are required to consummate a business combination that is presented to us.
      We
      would only consummate such a financing simultaneously with the consummation
      of a
      business combination.




$50,000
      from the proceeds of the public offering and the private placement is reserved
      for operating expenses Additionally, of the net interest earned on the trust
      account $1,500,000 may be released to us to cover our operating expenses (or
      costs associated with our plan of dissolution and liquidation if we do not
      consummate a business combination). This amount is based on management’s
      estimates of the costs needed to fund our operations for the 24 months from
      our
      public offering to consummate a business combination.




If
      we are
      unable to find a suitable target business by April 25, 2009, we will be forced
      to liquidate. If we are forced to liquidate, the per share liquidation amount
      may be less than the initial per unit offering price because of the underwriting
      commissions and expenses related to our initial public offering and because
      of
      the value of the warrants in the per unit offering price. Additionally, if
      third
      parties make claims against us, the initial public offering proceeds held in
      the
      Trust Account could be subject to those claims, resulting in a further reduction
      to the per share liquidation price. Under Delaware law, our stockholders who
      have received distributions from us may be held liable for claims by third
      parties to the extent such claims are not been paid by us.





**Contractual
      Obligations.**




We
      did
      not have any long term debt, capital lease obligations, operating lease
      obligations, purchase obligations or other long term liabilities. We entered
      into a Service Agreement with New
      Pole
      Ltd., requiring
      us to pay $7,500 per month. The agreement terminates on the earlier of the
      completion of a business combination or upon our dissolution.




Other
      than contractual obligations incurred in the ordinary course of business, we
      do
      not have any other long-term contractual obligations.




**Item
              7A.**
            **Quantitative
                and Qualitative Disclosure about Market
                Risk.**




Not
      applicable.




**Item 8.**
            **Financial
                Statements and Supplementary
                Data.**




Reference
      is made to our financial statements beginning on page F-1 of this report.




**Item
                9.**
            **Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure.**




None.




**Item
                9A(T).**
            **Controls
                and Procedures.**




**Disclosure
      Controls and Procedures**





As
      of the
      end of the period covered by this annual report on Form 10-K, our chief
      executive officer and chief financial officer conducted an evaluation of our
      disclosure controls and procedures (as defined in Rules 13a-15(e) of the
      Securities Exchange Act). Based upon this evaluation, our chief executive
      officer and chief financial officer concluded that our disclosure controls
      and
      procedures are effective in timely alerting them of any material information
      relating to us that is required to be disclosed by us in the reports we file
      or
      submit under the Securities Exchange Act.


-
          30-





During
      the quarter ended December 31, 2007, there have been no significant changes
      in
      our internal control over financial reporting (as defined in Rule 13-15(f)
      of
      the Securities Exchange Act) that have materially affected, or are reasonably
      likely to materially affect, our internal control over financial
      reporting.





**Internal
      Control over Financial Reporting**





This
      annual report does not include a report of our management’s assessment regarding
      internal control over financial reporting or an attestation report of our
      registered public accounting firm due to a transition period established by
      rules of the SEC for newly public companies.




**Item
      9B.** **Other
      Information.**




None.




**PART
      III**




**Item
      10. Directors, Executive Officers and Corporate
      Governance.**




**Directors
      and Executive Officers**




Our
      current directors and executive officers are listed below. None of such persons
      are, or have been, involved with any other blank check companies.




**Name**
            ****
            **Age**
            ****
            **Position**Adiv
                Baruch
            
            45
            
            President,
                Chief Executive Officer and DirectorJacob
                Perry
            
            62
            
            Chairman
                of the Board of DirectorsRonen
                Zadok
            
            48
            
            Chief
                Financial Officer, Secretary and DirectorYoav
                Schwalb
            
            48
            
            DirectorYaron
                Schwalb
            
            44
            
            Chief
                Technology Officer and Director




**Mr.
      Adiv Baruch** has been
      our President, Chief Executive Officer and a Director since inception. Since
      February 2004, he has been a director, and from January 1, 2004 until November
      2006, he served as the President and CEO, of B.O.S., a company publicly traded
      on both NASDAQ and the Tel Aviv Stock Exchange (BOSC). Through its wholly owned
      subsidiaries, B.O.S. delivers connectivity from IBM iSeries computers to
      personal computers and mobile devices and provides solutions in RFID,
      semiconductors, electronic components, CCD, imaging, networking, telecom and
      automation. From 1999 to 2003, he served as Executive Vice President, Business
      Development of Ness Technologies (NASDAQ: NSTC), an international provider
      of
      comprehensive end-to-end IT services and solutions. Ness offers a unique global
      delivery model of innovative, high-quality, value-added services that enable
      organizations to attain sustainable competitive advantage. He has served as
      founder and an executive or director for several information technology
      companies and Internet start-ups. Mr. Baruch is actively involved as the
      chairman of The Israel Export and International Cooperation Institute, Hi-Tech
      and Telecom Division, and a board member of the IEIC. Mr. Baruch serves as
      a
      director in several public and private companies, including Maayan Ltd. (one
      of
      the first public Israeli technology incubators), Rabintex Industries Ltd, an
      international leading manufacturer of personal protection equipment and armored
      systems and Tapuz, the Israeli community and mobile portal, all of which are
      public traded companies listed on the Tel Aviv Stock Exchange. He is also a
      director of Zone 4 Play Inc., which is quoted on the OTC Bulletin Board under
      the symbol ZFPI. Zone 4 Play is a software and technology developer and provider
      to companies that service the interactive gaming industry, delivering
      cross-platform systems that are built for mass participation gaming over mobile
      devices, TV and the internet. Mr. Baruch has a B.Sc. in Information Systems
      and
      Industrial Engineering from the Technion - Israel Institute of Technology.
      He is
      also Chairman of Mate Video Analytics. Since 2004 he has been a partner in
      Signum Ltd.




-
          31-


**Mr.
      Jacob Perry** has
      been the chairman of our board of directors since September 27, 2006. He has
      been Chairman of the Board of Directors of Bank Mizrahi Tefahot since 2003.
      Mr.
      Perry has been a member of the Board of Directors of Magal Security Fences
      since
      2003. From 2003 to 2006, he was Chairman of the Board of Lipman Engineering,
      a
      company focused on transaction solutions. On April 2, 1995, Mr. Perry was named
      President and CEO of Cellcom Israel Ltd., which received Israel’s second license
      for the operation of a cellular network. Cellcom began operations on December
      24, 1994, six months after obtaining its license. Under Mr. Perry’s leadership,
      Cellcom became one of the leaders in Israel's cellular market, offering a
      variety of network services. By the time of Mr. Perry’s departure in December,
      2002, Cellcom was widely regarded as one of the leading companies in the Israeli
      economy, with 4,000 employees, a 41% market share and approximately 2.5 million
      subscribers. In 2001, Cellcom had more than $1 billion in revenues, with a
      net
      profit of approximately $125 million. From 1966 through 1995, Mr. Perry served
      in various capacities in Israel’s General Security Service (GSS), including
      commander, deputy chief and Director. He was appointed Director of the GSS
      in
      April 1988 by then Prime Minister Yitzhak Shamir and served in such capacity
      until March 1, 1995. As Director, he was responsible for command of the security
      establishment for the State of Israel, both domestically and internationally.
      As
      Director, he managed thousands of employees at various levels of operations
      and
      had primary oversight of intelligence and research systems, human resources
      and
      technologies. As Director, he reported directly to the Prime Minister, as well
      as other relevant Israeli government ministers and officials. He received a
      B.A.
      in Oriental Studies and History of the Jewish People from the Hebrew University
      of Jerusalem and Tel-Aviv University and graduated from the AMP115 program
      from
      Harvard Business School, focusing on budget and finance management and
      marketing.





**Mr.
      Ronen Zadok** has been
      our Chief Financial Officer, Secretary and Director since inception. Since
      October 1999 to 2005 he has been a managing partner in Signum Ltd., a privately
      held company focusing on turnaround management services for corporations.
      Currently, he is a Director in Zone 4 Play (OTCBB: ZFPI) and Applisonix, a
      newly
      listed company on the Tel Aviv Stock Exchange (TASE: APLS). He is also a
      managing partner of New Pole Ltd., a newly formed, privately held investment
      company and, since 2005, a director of SiMetra Farm Ltd., an Israeli biotech
      company. From October 2002 to May 2004, he was a director of Ness Technologies
      (NASDAQ: NSTC). From 1995 to October 1999, Mr. Zadok was CEO and a Director
      of
      Clal-Ipex, a joint venture company with Clal (Israel's largest conglomerate
      at
      that time), specializing in IT professional and outsourcing services. From
      July
      1992 to 1995, Mr. Zadok was the CFO and Co-Founder of Ipex Israel Ltd., a
      software and IT services company which was acquired by Ness Technologies. From
      1990 to 1992, Mr. Zadok was Director of Marketing - financial services for
      Ipex
      ITG Australia, an IT products, services and outsourcing company. Mr. Zadok
      holds
      a B.A. in Economics and Business Administration, a B.A. in accounting and an
      MBA
      in finance and accounting, all from Tel Aviv University.





**Mr.
      Yoav Schwalb** has been
      a Director of our company since inception. From February 2004 to February 2005,
      he served as a director of Volante (recently acquired by Commander
      Communications) (ASX: CDR), one of Australia's largest information technology
      providers. Mr. Schwalb has been a director of SiMetra Farm Ltd., an Israeli
      biotech company, since 2006. From October 2002 through February 2004, Mr.
      Schwalb was an Executive Vice President of Ipex ITG Australia, leading the
      business development unit. In such capacity, Mr. Schwalb was charged with
      overall control of sales and marketing as well as the development and initiation
      of new business areas. From October 1999 to February 2002, he served as a
      Director of Ness Technologies (NASDAQ: NSTC). From October 1993 to October
      1999,
      Mr. Schwalb served as the CEO and Director of Ipex Israel Ltd., an Israeli
      high-tech company (which later merged with Ness Technologies). Yoav Schwalb
      is
      the brother of Yaron Schwalb, our Chief Technology Officer and a
      director.





**Mr.
      Yaron Schwalb** has been
      our Chief Technology Officer and a Director since inception. Mr. Schwalb has
      been a director of SiMetra Farm Ltd., an Israeli biotech company, since 2006.
      From February 2004 to September 2005, Mr. Schwalb was CTO and Technical Director
      of the Ipex division of Volante (AMEX: VGL), one of Australia's largest
      information technology providers. From 2006, he has served as a partner of
      New
      Pole Ltd., a newly formed, privately held investment company. From 1985 to
      2004,
      he was co-founder and CTO of Ipex ITG Australia. Mr. Schwalb received his B.Com
      from Melbourne University (Australia). Yaron Schwalb is the brother of Yoav
      Schwalb, a director of our company.




**** **Number
      and Terms of Office of Directors.**





Our
      board
      of directors is divided into two classes with only one class of directors being
      elected in each year and each class serving a two-year term. The term of office
      of the first class of directors, consisting of Messrs. Yaron Schwalb and
      Yoav Schwalb, will expire at our first annual meeting of stockholders. The
      term
      of office of the second class of directors, consisting of Messrs. Perry,
      Baruch and Zadok, will expire at the second annual meeting.





None
      of
      these individuals has been a principal of or affiliated with a public company
      or
      blank check company that executed a business plan similar to our business plan
      and none of these individuals is currently affiliated with such an entity.




-
          32-


**Section
      16(a) Beneficial Ownership Reporting Compliance.**




Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires our officers,
      directors and persons who beneficially own more than ten percent of our common
      stock to file reports of ownership and changes in ownership with the SEC. These
      reporting persons are also required to furnish us with copies of all Section
      16(a) forms they file.




To
      our
      knowledge, based solely upon our review of the copies of such reports furnished
      to us, we believe that all of our officers, directors and greater than ten
      percent stockholders have complied with the applicable Section 16(a) reporting
      requirements in a timely manner.




**Board
      Committees.**




Our
      board
      of directors in its entirety will act as the audit committee and compensation
      committee. We intend to establish an audit committee and a compensation
      committee upon consummation of a business combination. At that time our board
      of
      directors intends to adopt charters for these committees. Prior to such time
      we
      do not intend to establish either one. Accordingly, there will not be a separate
      committee comprised of some members of our board of directors with specialized
      accounting and financial knowledge to meet, analyze and discuss solely financial
      matters concerning potential target businesses. We do not feel a compensation
      committee is necessary prior to a business combination as there is no salary,
      fees or other compensation being paid to our officers or directors prior to
      a
      business combination other than as disclosed in this prospectus.




**Code
      of Conduct.**




We
      have
      adopted a code of conduct and ethics applicable to our directors, officers
      and
      employees in accordance with applicable federal securities laws. We have filed
      copies of our code of ethics and committee charters as an exhibit to our
      registration statement on Form S-1, which we filed with the Securities and
      Exchange Commission on October 20, 2006. This document may be reviewed by
      accessing such filing at the SEC Web site at www.sec.gov .
      In
      addition, a copy of the code of ethics shall be provided without charge upon
      request to us.




**Item
      11. Executive Compensation.**




**Executive
      Compensation.**





No
      compensation of any kind, including finders and consulting fees, has or will
      be
      paid to any of our officers and directors, or any of their respective
      affiliates, prior to, or for any services they render in order to effectuate,
      the consummation of a business combination. However, our directors and officers
      will be reimbursed for any out-of-pocket expenses incurred in connection with
      activities on our behalf such as identifying potential target businesses and
      performing due diligence on suitable business combinations. There is no limit
      on
      the amount of these out-of-pocket expenses and there will be no review of the
      reasonableness of the expenses by anyone other than our board of directors,
      which includes persons who may seek reimbursement, or a court of competent
      jurisdiction if such reimbursement is challenged.




Since
      our
      formation, we have not granted any stock options or stock appreciation rights
      or
      any awards under long-term incentive plans.




**Item
      12** . **Security
      Ownership of Certain Beneficial Owners and Management and Related Stockholder
      Matters.** ******




The
      following table sets forth information regarding the beneficial ownership of
      our
      common stock as of December 31, 2007, based on information obtained from the
      persons named below, with respect to the beneficial ownership of shares of
      our
      common stock by:





·
            each
                person known by us to be the beneficial owner of more than 5% of
                our
                outstanding shares
              of
                common stock;·
            each
                of our officers and directors; and·
            all
                our officers and directors as a
                group.




-
          33-




Unless
      otherwise indicated, we believe that all persons named in the table have sole
      voting and investment power with respect to all shares of common stock
      beneficially owned by them.




**Beneficial
      Ownership of Securities**




**Name and Address of Beneficial Owner(1)**
            
            **Number of**
              **Shares (2)(3)**
            
            **Percentage of Common Stock (4)**Ronen
                Zadok, Chief Financial Officer, Secretary, Director
            
            
            140,625
            
            
            4.5
            %Adiv
                Baruch, President, Chief Executive Officer, Director
            
            
            140,625
            
            
            4.5
            %Yaron
                Schwalb, Chief Technology Officer, Director
            
            
            140,625
            
            
            4.5
            %Yoav
                Schwalb, Director
            
            
            140,625
            
            
            4.5
            %Jacob
                Perry, Chairman
            
            
            62,500
            
            
            2.0
            %Sapling
                LLC (5)
            
            
            240,955
            
            
            6.9
            %Fir
                Tree, Inc. (5)
            
            
            241,000
            
            
            6.9
            %Brian
                Taylor (7)
            
            
            233,000
            
            
            6.7
            %Nisswa
                Master Fund Ltd (7)
            
            
            233,000
            
            
            6.7
            %Pine
                River Capital Management L.P. (7)
            
            
            233,000
            
            
            6.7
            %QVT
                Financial LP (8)(10)
            
            
            200,000
            
            
            5.7
            %QVT
                Financial GP LLC (8)(10)
            
            
            200,000
            
            
            5.7
            %QVT
                Fund LP (9)(10)
            
            
            179,728
            (11)
            
            5.14
            %QVT
                Associates GP LLC (8)
            
            
            200,000
            
            
            5.7
            %DKR
                Capital Partners L.P. (12)
            
            
            240,000
            
            
            7.7
            %Acqua
                Wellington North American Equities, Ltd. (13)
            
            
            180,000
            
            
            5.1
            %Jonathan
                M. Glaser (14) (15)
            
            
            307,000
            
            
            8.8
            %Daniel
                Albert David (14)(16)
            
            
            307,000
            
            
            8.8
            %David
                Rubenstein (14) (17)
            
            
            353,800
            (19)
            
            10.1
            %Pacific
                Asset Management, LLC (14)(16)
            
            
            307,000
            
            
            8.8
            %Pacific
                Capital Management, Inc. (14) (16)
            
            
            307,000
            
            
            8.8
            %JMG
                Triton Offshore Fund, Ltd. (14)(16)
            
            
            307,000
            
            
            8.8
            %All
                directors and executive officers as a group
                (5 individuals)(4)
            
            
            625,000
            
            
            20.00
            %





(1)
            Unless
                otherwise indicated, the business address of each of the individuals
                is 4
                Maskit Street, Herzeliya, Israel
                46700.


(2)
            After
                giving effect to the 1.325 for 1 reverse split of the common stock
                as of
                February 20, 2007.


(3)
            Unless
                otherwise indicated, all ownership is direct beneficial
                ownership.


(4)
            The
                percentage ownership before and after the public offering of our
                stock for
                all executive officers and directors does not include the shares
                of common
                stock underlying the insider warrants sold in the private placement.
                Assumes that following the sale of 2,875,000 units in this offering
                that
                none of the (a) 2,875,000 Warrants to purchase shares of our common
                stock
                included in such units were exercised and (b) none of the 1,500,000
                warrants to purchase shares of our common stock sold to our directors
                as
                described were exercised.


(5)
            Persons
                voting as a group as such term is defined in Section 13(d)(3) Located
                at505
                Fifth Avenue, 23rdFloor, New York, New York 10017.


(6)
            Persons
                voting as a group as such term is defined in Section 13(d)(3). Located
                at
                666 Fifth Avenue, New York, NY
                10103.


(7)
            Persons
                voting as a group as such term is defined in Section 13(d)(3). Located
                at
                800 Nicollet Mall, Suite 2850, Minneapolis, MN 55402.


(8)
            Persons
                voting as a group as such term is defined in Section 13(d)(3). Located
                at
                1177 Avenue of the Americas, 9th Floor, New York, New York
                10036.


(9)
            Located
                at Walkers SPV, Walkers House, P.O. Box 908GT Mary Street George
                Town,
                Grand Cayman, Cayman Islands.






-
          34 -




(10)
            Persons
                voting as a group as such term is defined in Section 13(d)(3).


(11)
            QVT
                Financial LP (“QVT Financial”) is the investment manager for QVT Fund LP
                (the “Fund”), which beneficially owns 179,728 shares of Common Stock, and
                for Quintessence Fund L.P. (“Quintessence”), which beneficially owns
                20,272 shares of Common Stock. QVT Financial has the power to direct
                the
                vote and disposition of the Common Stock held by the Fund and
                Quintessence. Accordingly, QVT Financial may be deemed to be the
                beneficial owner of an aggregate amount of 200,000 shares of Common
                Stock,
                consisting of the shares owned by the Fund and
                Quintessence.




QVT
                Financial GP LLC, as General Partner of QVT Financial, may be deemed
                to
                beneficially own the same number of shares of Common Stock reported
                by QVT
                Financial. QVT Associates GP LLC, as General Partner of the Fund
                and
                Quintessence, may be deemed to beneficially own the aggregate number
                of
                shares of Common Stock owned by the Fund and Quintessence, and
                accordingly, QVT Associates GP LLC may be deemed to be the beneficial
                owner of an aggregate amount of 200,000 shares of Common
                Stock.




Each
                of QVT Financial and QVT Financial GP LLC disclaims beneficial ownership
                of the shares of Common Stock owned by the Fund and Quintessence.
                QVT
                Associates GP LLC disclaims beneficial ownership of all shares of
                Common
                Stock owned by the Fund and Quintessence, except to the extent of
                its
                pecuniary interest therein


(12)
            Located
                at 1281 East Main Street, Stamford, CT 06902.


(13)
            Located
                at c/o Ogier, Qwomar Complex, 4thFloor, P.O. Box 3170 Road Town, Tortola British Virgin
                Islands.


(14)
            Persons
                voting as a group as such term is defined in Section 13(d)(3).


(15)
            Located
                at 11601 Wilshire Boulevard, Suite 2180, Los Angeles, CA
                90025


(16)
            Located
                at 100 Drakes Landing, Suite 207, Greenbrae, CA
                94904


(17)
            Located
                at One Sansome Street, 39thFloor, San Francisco, CA 94104


(18)
            Located
                at Ogier Fiduciary Services (BVI) Ltd., Nemours Chambers, PO Box
                3170,
                Road Town, Tortola, BVI VG1110


(19)
            308,700
                shares are voted as a group as such term is defined in Section 13(d)(3)
                and 45,100 is voted in his individual capacity.





**Item
      13. Certain Relationships and Related Transactions and Director Independence.**





Immediately
      after our public offering, our existing stockholders, which include all of
      our
      officers and directors, collectively, beneficially owned 20.0% of the then
      issued and outstanding shares of our common stock. Because of this ownership
      block, these stockholders may be able to effectively influence the outcome
      of
      all matters requiring approval by our stockholders, including the election
      of
      directors and approval of significant corporate transactions other than approval
      of a business combination .




On
      September 6, 2006, our officers and directors purchased for an aggregate
      purchase price of $25,000, 625,000 shares of common stock of our Company for
      a
      price of $.02 per share as adjusted for the effect of stock and dividends.
      The
      holders of the majority of these shares may elect to exercise these registration
      rights at any time after the date on which these shares of common stock are
      released from escrow, which, except in limited circumstances, is not before
      three years from the date of this prospectus. In addition, these stockholders
      have certain “piggy-back” registration rights on registration statements filed
      subsequent to the date on which these shares of common stock are released from
      escrow. We will bear the expenses incurred in connection with the filing of
      any
      such registration statements.




The
      holders of the majority of these shares will be entitled to require us, on
      up to
      two occasions at any time commencing three months prior to the third anniversary
      of the effective date of the public offering, to register these shares pursuant
      to an agreement to be signed prior to or on the effective date of the
      prospectus. We will bear the expenses incurred in connection with the filing
      of
      any such registration statements.




Our
      officers and directors, other than Jacob Perry or entities wholly owned by
      them,
      purchased equal amounts of an aggregate of 1,500,000 warrants from us at a
      price
      of $1.00 per warrant in a private placement prior to the commencement of our
      initial public offering. Each warrant is exercisable into one share of common
      stock at $7.50 and will become exercisable on the later of (i) the completion
      of
      a business combination with a target business or (ii) one year from the date
      of
      the prospectus, and expiring four years from the date of the prospectus. The
      insider warrants will not be subject to redemption and may be exercised on
      a
“cashless” basis if held by the initial holder thereof or its permitted assigns.
      No commissions, fees or other compensation will be payable in connection with
      such private placement.




We
      have
      granted the holders of such warrants demand and “piggy-back” registration rights
      with respect to the shares of common stock underlying such warrants at any
      time
      commencing on the date we announce we have entered into a letter of intent
      with
      respect to a proposed a business combination, provided, however, any such
      registration will not become effective prior to completion of our initial
      business combination. The demand registration may be exercised by the holders
      of
      a majority of such warrants. We will bear the expenses incurred in connection
      with the filing of any such registration statements.




-
          35 -





In
      order
      to protect the amounts held in the trust account, Adiv Baruch, Ronen Zadok
      and
      Yaron Schwalb, each an executive officer and director, have agreed, equally,
      to
      indemnify and hold us harmless against any and all loss, liability, claims,
      damage and expense whatsoever (including, but not limited to, any and all legal
      or other expenses reasonably incurred in investigating, preparing or defending
      against any litigation, whether pending or threatened, or any claim whatsoever)
      to which we may become subject as a result of any claim by any vendor that
      is
      owed money by us for services rendered or products sold, but only to the extent
      necessary to ensure that such loss, liability, claim, damage or expense does
      not
      reduce the amount in the trust account and only to the extent we fail to obtain
      valid and enforceable waivers from such vendors in order to protect the amounts
      held in trust.




Additionally,
      Ronen Zadok has agreed to indemnify and hold us harmless against any and all
      loss, liability, damage and expense whatsoever (including, but not limited
      to,
      any and all legal or other expenses) reasonably incurred in our dissolution
      and
      liquidation, and in investigating, preparing or defending against any
      litigation, whether pending or threatened, or any claim whatsoever) to which
      we
      may become subject as a result of our dissolution and liquidation, but only
      to
      the extent there are not available funds outside of the trust account sufficient
      to consummate our dissolution and liquidation.




On
      May 2,
      2007, the Company sold an additional 375,000 units subject to the underwriters’
over allotment option. The Company also sold to the underwriters for $100 an
      option to purchase up to 125,000 Units. In
      addition, for a period of no less than two years after the date of the
      prospectus, we have agreed to engage a designee of Maxim Group LLC, the
      representative of the underwriters, as an advisor to our board of directors,
      where such advisor shall attend meetings of the board, receive all notices
      and
      other correspondence and communications sent by us to members of our board
      of
      directors. In addition, such advisor shall be entitled to receive, as his/her
      sole compensation, reimbursement for all costs incurred in attending such
      meetings.





We
      maintain executive offices at 4 Maskit Street, Herzeliya, Israel 46700 and
      our
      telephone number is 972
      9-9500245 .
      The
      $7,500 per month fee New Pole Ltd. charges us for general and administrative
      services, including but not limited to receptionist, secretarial and general
      office services is pursuant to a letter agreement between us and New Pole Ltd.
      This agreement commences on the date of this prospectus and shall continue
      until
      the earliest to occur of: (i) consummation of a business combination, (ii)
      24
      months after the completion of the offering if no business combination has
      been
      consummated and (iii) the date on which we cease our corporate existence in
      accordance with our amended and restated certificate of incorporation. We
      believe, based on fees for similar services in the Herzeliya, Israel
      metropolitan area that the fee charged by New Pole Ltd. is at least as favorable
      as we could have obtained from an unaffiliated person.




We
      will
      reimburse our officers and directors for any reasonable out-of-pocket business
      expenses incurred by them in connection with certain activities on our behalf
      such as identifying and investigating possible target businesses and business
      combinations. There is no limit on the amount of accountable out-of-pocket
      expenses reimbursable by us, which will be reviewed only by our board or a
      court
      of competent jurisdiction if such reimbursement is challenged.




Other
      than the reimbursable out-of-pocket expenses payable to our officers and
      directors, no compensation or fees of any kind, including finders and consulting
      fees, will be paid to any of our founding stockholders, officers or directors
      who owned our common stock prior to the offering, or to any of their respective
      affiliates for services rendered to us prior to or with respect to the business
      combination.




Our
      initial stockholders will not receive reimbursement for any out-of- pocket
      expenses incurred by them to the extent that such expenses exceed the amount
      in
      the trust account unless the business combination is consummated and there
      are
      sufficient funds available for reimbursement after such consummation. The
      financial interest of such persons could influence their motivation in selecting
      a target business and thus, there may be a conflict of interest when determining
      whether a particular business combination is in the stockholders’ best
      interest.




After
      the
      consummation of a business combination, if any, to the extent our management
      remains as officers of the resulting business, we anticipate that our officers
      and directors may enter into employment or consulting agreements, the terms
      of
      which shall be negotiated and which we expect to be comparable to employment
      or
      consulting agreements with other similarly-situated companies in the industry
      in
      which we consummate a business combination. Further, after the consummation
      of a
      business combination, if any, to the extent our directors remain as directors
      of
      the resulting business, we anticipate that they will receive compensation
      comparable to directors at other similarly-situated companies in the industry
      in
      which we consummate a business combination.




-
          36 -




**Director
      Independence.**





Although
      the Company’s securities are listed on the Over-the-Counter Bulletin Board, we
      apply the AMEX standard for independent directors. The AMEX
      requires that a majority of our board must be composed of “independent
      directors,” which is defined generally as a person other than an officer or
      employee of the company or its subsidiaries or any other individual having
      a
      relationship, which, in the opinion of the company’s board of directors would
      interfere with the director’s exercise of independent judgment in carrying out
      the responsibilities of a director.




The
      Company has determined that all of our directors are not independent directors
      as defined under the AMEX’s listing standards and Rule 10A-3 promulgated
      under the Securities Exchange Act of 1934, as amended, constituting a majority
      of our board.




Any
      affiliated transactions will be on terms no less favorable to us than could
      be
      obtained from independent parties. Any affiliated transactions must be approved
      by a majority of our independent and disinterested directors.




**Item
      14** ***.*** **Principal
      Accounting Fees and Services.**





During
      the fiscal year ended December 31, 2007, the firm of Ziv Haft, a BDO member
      firm which we refer to as BDO, was our principal accountant. BDO manages and
      supervises the audit and audit staff, and is exclusively responsible for the
      opinion rendered in connection with its audit. The following is a summary of
      fees paid or to be paid to BDO for services rendered.




*Audit
      Fees* .
      Audit
      fees consist of fees billed for professional services rendered for the audit
      of
      our year-end financial statements and services that are normally provided by
      BDO
      LLP in connection with statutory and regulatory filings. We expect to be billed
      approximately $13,000 in connection with our December 31, 2007 year end audit
      (December 31, 2006 - $5,000). $35,000 was paid for our audit in connection
      with our IPO.




*Audit-Related
      Fees* .
      Audit-related services consist of fees billed for assurance and related services
      that are reasonably related to performance of the audit or review of our
      financial statements and are not reported under “Audit Fees.” These services
      include attest services that are not required by statute or regulation and
      consultations concerning financial accounting and reporting standards. There
      were no aggregate fees billed for audit-related services rendered by BDO for
      the
      years ended December 31, 2006 and 2007.




*Tax
      Fees* .
      Fees
      for professional services rendered by BDO for tax compliance, tax planning
      and
      tax advice for the fiscal year ended December 31, 2007 were approximately
      $3,500. No fees were paid for the fiscal year ended December 31,
      2006.





*All
      Other Fees* .
      There
      were no fees billed by BDO for any other
      professional services rendered from the date of our inception through
      December 31, 2007.




**PART
      IV**





**Item
      15. Exhibits, Financial Statement Schedules.**





**List
      of documents filed as part of this report**





1.
      Financial Statements.    The following Financial Statements
      and Report of Independent Registered Public Accounting Firm are included in
      this
      Annual Report on Form 10-K.




-
          37 -




**Page**Report
                of Independent Registered Public Accounting Firm
            F-2Balance
                Sheets
            F-3Statements
                of Operations
            F-4Statements
                of Stockholders’ Equity
            F-5Statements
                of Cash Flows
            F-6Notes
                to Financial Statements
            F-7




2 *.* Financial Statement Schedules *.* These
      schedules are omitted as the required information is inapplicable or the
      information is presented in the financial statements or related notes.




3.
      Exhibits.    We hereby file as part of this Annual Report on
      Form 10-K the Exhibits listed in the attached Exhibit Index.




-
          38 -





**Exhibit
                No.**
            
            **Description******1.1
            
            Underwriting
                Agreement.*3.1
            
            Certificate
                of Incorporation.*3.1(A)
            
            Amended
                and Restated Certificate of Incorporation.*3.2
            
            Bylaws.*4.1
            
            Specimen
                Unit Certificate.*4.2
            
            Specimen
                Common Stock Certificate.*4.3
            
            Specimen
                Warrant Certificate.*4.4
            
            Warrant
                Agreement between American Stock Transfer & Trust Company and the
                Registrant.*4.5
            
            Unit
                Option Purchase Agreement between the Registrant and Maxim Group
                LLC.*10.1.1
            
            Letter
                Agreement among the Registrant, Maxim Group LLC and Adiv
                Baruch.*10.1.2
            
            Letter
                Agreement among the Registrant, Maxim Group LLC and Yoav
                Schwalb.*10.1.3
            
            Letter
                Agreement among the Registrant, Maxim Group LLC and Ronen
                Zadok.*10.1.4
            
            Letter
                Agreement among the Registrant, Maxim Group LLC and Yaron
                Schwalb.*10.1.5
            
            Letter
                Agreement among the Registrant, Maxim Group LLC and Jacob
                Perry.*10.2
            
            Investment
                Management Trust Agreement between American Stock Transfer &
                Trust Company and the Registrant.*10.3
            
            Stock
                Escrow Agreement between the Registrant, American Stock
                Transfer & Trust Company and the Initial
                Stockholders.*10.4
            
            Registration
                Rights Agreement among the Registrant and the Initial
                Stockholders.*10.5
            
            Lease/Office
                Services Agreement dated October 18, 2006 by and among the Registrant
                and
                New Pole Ltd.*10.6
            
            Amended
                and Restated Subscription Agreement between the Registrant and certain
                officers and directors of the Registrant.*10.7
            
            Promissory
                Note in the amount of $50,100 dated September 6, 2006 issued to Ronen
                Zadok.*10.8
            
            Promissory
                Note in the amount of $39,900 dated October 18, 2006 issued to Ronen
                Zadok.*10.9
            
            Promissory
                Note in the principal amount of $28,000, dated October 6, 2006 issued
                to Ronen Zadok.*99.1
            
            Code
                of Ethics.*




*
            Previously
                filed on Form S-1 on February 21, 2007 with the SEC and is hereby
                incorporated by reference.





-
          39 -


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




**To
      the Board of Directors** and
      Shareholders


**PINPOINT
      ADVANCE CORP.**




We
      have
      audited the accompanying balance sheets of PINPOINT ADVANCE Corp. (a development
      stage corporation) (the “Company”) as of December 31, 2007 and 2006 and the
      related statement of operations, stockholders’ equity and cash flows for the
      period from inception (September 6, 2006) to December 31, 2006, the year ended
      December 31 2007 and for the period from inception (September 6, 2006) to
      December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
      financial statements based on our audits.




We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the Company's internal control over financial
      reporting. Accordingly, we express no such opinion. An audit also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements, assessing the accounting principles used and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audits provide a
      reasonable basis for our opinion.




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of the Company as of December 31,
      2007
      and 2006, and the results of its operations and its cash flows for the period
      from inception (September 6, 2006) to December 31, 2006, the year ended December
      31, 2007 and for the period from inception (September 6, 2006) to December
      31,
      2007 in conformity with accounting principles generally accepted in the United
      States of America.




The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 1 to the financial
      statements, the Company is required to consummate a business combination within
      18 months of the Company’s initial public offering (by October 25, 2008) or 24
      months of the Company’s initial public offering (by April 25, 2009) if certain
      extension criteria are met. The possibility of such business combination not
      being consummated raises substantial doubt about the Company’s ability to
      continue as a going concern, and the financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.





Tel-Aviv,
                Israel
            /s/
                Ziv HaftMarch
                28, 2008
            Certified
                Public Accountants (Isr.)BDO
                member firm




F-2




**PINPOINT
      ADVANCE CORP.**


**(A
      development stage corporation)**


**BALANCE
      SHEETS**


December
                  31,
                2007
              
              December
                  31,
                2006**ASSETS****Current
                  assets**Cash
              
              $
              70,860
              
              $
              —Deposit
              
              
              317
              
              
              939Cash
                  held in trust (note 1)
              
              
              29,038,765Prepaid
                  expense
              
              
              27,778
              
              
              —Total
                  current assets
              
              
              29,137,720
              
              
              939Deferred
                  offering costs
              
              
              —
              
              
              210,161**Total
                  Assets**
              
              $
              29,137,720
              
              $
              211,100**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY****Current
                  Liabilities**Short
                  term bank credit
              
              $
              —
              
              $
              40Deferred
                  underwriting fees (note 4)
              
              
              862,500
              
              
              —Deferred
                  legal fees (note 4)
              
              
              100,000Accrued
                  expenses and other accounts payable
              
              
              277,898
              
              
              76,200Loans
                  from related party
              
              
              —
              
              
              118,000Total
                  current liabilities
              
              
              1,240,398
              
              
              194,240**Common
                  Stock subject to possible redemption**,
                  862,212 shares, at redemption value (Note 1)
              
              
              8,625,740
              
              
              —**Commitments**(note
                  6)**Stockholders’
                  Equity**(note
                  2)Preferred
                  stock – $.0001 par value; 1,000,000 authorized; none issued or
                  outstandingCommon
                  stock – $.0001 par value; 20,000,000 authorized; 2,637,788 issued and
                  outstanding (excluding of 862,212 shares subject to possible redemption);and
                  828,125 shares outstanding
              
              
              264
              
              
              83Additional
                  paid-in capital
              
              
              19,000,986
              
              
              24,917Earnings
                  (deficit) accumulated during the development stage
              
              
              270,332
              
              
              (8,140
              )**Total
                  stockholders’ equity**
              
              
              19,271,582
              
              
              16,860**Total
                  liabilities and stockholders' equity**
              
              $
              29,137,720
              
              $
              211,100




*The
      accompanying notes should be read in conjunction with the financial
      statements*


F-3




**PINPOINT
      ADVANCE CORP.**


**(A
      development stage corporation)**


**STATEMENTS
      OF OPERATIONS**





**For the year**
              **ended**
              **December 31, 2007**
            
            **Period from**
              **September 6, 2006(inception) to**
              **December 31, 2006**
            
            **Period from**
              **September 6, 2006(inception) to**
              **December 31, 2007**State
                franchise tax
            
            $
            43,775
            
            $
            —
            
            $
            43,775Formation
                and operating costs
            
            
            —
            
            
            1,000
            
            
            1,000Other
                general and administrative expenses
            
            
            251,001
            
            
            7,000
            
            
            258,001Bank
                charges
            
            
            1,147
            
            
            140
            
            
            1,287**Loss
                from operation**
            
            
            (295,923
            )
            
            (8,140
            )
            
            (304,063
            )**Interest
                income**
            
            
            897,815
            
            
            —
            
            
            897,815**Income
                (loss) before provision for income tax**
            
            
            601,892
            
            
            (8,140
            )
            
            593,752**Provision
                for federal current income tax**
            
            
            204,643
            
            
            —
            
            
            204,643**Net
                income (loss) for the period**
            
            $
            397,249
            
            $
            (8,140
            )
            $
            389,109**Accretion
                relating to common stock subject to possible
                redemption**
            
            
            (118,777
            )
            
            —
            
            
            (118,777
            )**Net
                income (loss) attributable to other common stockholders**
            
            $
            278,472
            
            $
            (8,140
            )
            $
            270,332**Net
                earnings per share****Basic**
            
            $
            0.11
            
            $
            —**Diluted**
            
            $
            0.09
            
            $
            —**Weighted
                average shares outstanding****Basic**
            
            
            2,592,376
            
            
            625,000**Diluted**
            
            
            2,968,596
            
            
            625,000**Net
                earnings per share subject to possible
                conversion****basic
                **and
                diluted****
            
            $
            0.14
            
            $
            —**Weighted
                average shares outstanding subject to possible conversion****basic
                **and
                diluted****
            
            
            862,212




*The
      accompanying notes should be read in conjunction with the financial
      statements*





F-4




**PINPOINT
      ADVANCE CORP.**


**(A
      development stage corporation)**


**STATEMENTS
      OF STOCKHOLDERS’ EQUITY**


**For
      the period from September 6, 2006 (inception) to December 31,
      2007**





**Common stock**
            
            **Additional Paid-in**
            
            **Deficit**
              **accumulated**
              **during the**
            
            **Total**
              **Stockholders’****Shares**
            
            **Amount**
            
            **capital**
            
            **development stage**
            
            **equity****Balance
                September 6, 2006 (inception)**
            
            
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —Common
                stock issued September 6, 2006 at $.0001 per share
            
            
            828,125
            
            
            83
            
            
            24,917
            
            
            
            
            
            25,000Net
                loss for the period
            
            
            
            
            
            
            
            
            
            
            
            (8,140
            )
            
            (8,140
            )**Balances
                at December 31, 2006**
            
            
            828,125
            
            
            83
            
            
            24,917
            
            
            (8,140
            )
            
            16,860Shares
                decreased as a result of a reverse split
            
            
            (203,125
            )
            
            (20
            )
            
            20
            
            
            —
            
            
            —Proceeds
                from sale of underwriter’s purchase option
            
            
            —
            
            
            —
            
            
            100
            
            
            —
            
            
            100Proceeds
                from issuance of warrants
            
            
            —
            
            
            —
            
            
            1,500,000
            
            
            —
            
            
            1,500,000Sale
                of 2,875,000 units through public offering, net of underwriter’s discount
                and offering expenses and net of $8,506,963 of proceeds allocable
                to
                862,212 shares of common stock subject to possible
                conversion
            
            
            2,012,788
            
            
            201
            
            
            17,475,949
            
            
            —
            
            
            17,476,150Net
                income for the period
            
            
            —
            
            
            —
            
            
            —
            
            
            397,249
            
            
            397,249Accretion
                of trust fund relating to common stock subject to possible
                conversion
            
            
            —
            
            
            —
            
            
            —
            
            
            (118,777
            )
            
            (118,777
            )**Balances
                at December 31, 2007**
            
            
            2,637,788
            
            $
            264
            
            
            19,000,986
            
            $
            270,332
            
            $
            19,271,582




*The
      accompanying notes should be read in conjunction with the financial
      statements*




F-5


**PINPOINT
      ADVANCE CORP.**


**(A
      development stage corporation)**


**STATEMENTS
      OF CASH FLOWS**


**For the year**
                **ended**
                **December 31, 2007**
              
              **Period from**
                **September 6, 2006**
                **(inception) to**
                **December 31, 2006**
              
              **Period from**
                **September 6, 2006**
                **(inception) to**
                **December 31, 2007****OPERATING
                  ACTIVITIES**Net
                  income (loss) for the period
              
              $
              397,249
              
              $
              (8,140
              )
              $
              389,109Increase
                  in accrued expenses and other accounts payable
              
              
              488,059
              
              
              
              
              
              488,059Increase
                  in prepaid expenses
              
              
              (27,778
              )
              
              
              
              
              (27,778
              )Increase
                  in interest receivable in trust
              
              
              (91,847
              )
              
              —
              
              
              (91,847
              )**Net
                  cash provided (used) in operating activities**
              
              
              765,683
              
              
              (8,140
              )
              
              757,543**INVESTING
                  ACTIVITIES**Cash
                  contributed to Trust Fund**(including Accrued interest)**
              
              
              (28,946,918
              )
              
              —
              
              
              (28,946,918
              )**Net
                  cash used in investing activities**
              
              
              (28,946,918
              )
              
              —
              
              
              (28,946,918
              )**FINANCING
                  ACTIVITIES**Proceeds
                  from issuance of common stock to initial stockholders
              
              
              —
              
              
              25,000
              
              
              25,000Proceeds
                  from loans from related party
              
              
              33,210
              
              
              118,000
              
              
              151,210Payment
                  of loans from related party
              
              
              (
                  151,210
              )
              
              —
              
              
              (151,210
              )Deposit
              
              
              622
              
              
              (939
              )
              
              (317
              )Short
                  term bank credit
              
              
              (
                  40
              )
              
              40
              
              
              —Payment
                    of deferred offering cost
              
              
              (76,200
              )
              
              (133,961
              )
              
              (210,161
              )Proceeds
                  from issuance of insider warrants
              
              
              1,500,000
              
              
              —
              
              
              1,500,000Proceeds
                  from purchase of underwriter’s purchase option
              
              
              100
              
              
              —
              
              
              100Portion
                  of net proceeds from sale of units through public offering allocable
                  to
                  shares of common stock subject to possible conversion
              
              
              8,506,963
              
              
              —
              
              
              8,506,963Net
                  proceeds from sale of units through public offering allocable
                  to:Stockholders’
                  equity
              
              
              18,438,650
              
              
              
              
              
              18,438,650**Net
                  cash provided by financing activities**
              
              $
              28,252,045
              
              $
              8,140
              
              $
              28,260,235**Net
                  increase in cash**
              
              $
              70,860
              
              $
              —
              
              $
              70,860**Cash****Beginning
                  of period**
              
              
              —
              
              
              —
              
              
              —**End
                  of period**
              
              $
              70,860
              
              $
              —
              
              $
              70,860Supplemental
                  disclosure of non-cash activity:Accrued
                  registration costs
              
              
              —
              
              
              76,200
              
              
              76,200Fair
                  value of underwriter’s purchase option included in offering
                  costs
              
              
              738,750
              
              
              —
              
              
              738,750Deferred
                  legal fees against additional paid-in capital
              
              
              100,000
              
              
              
              
              
              100,000Deferred
                  underwriting fees against additional paid-in capital
              
              
              862,500
              
              
              
              
              
              862,500




*The
      accompanying notes should be read in conjunction with the financial
      statements*




F-6





PINPOINT
      ADVANCE CORP.


**(A
      development stage corporation)**




**NOTES
      TO FINANCIAL STATEMENTS**




**NOTE
      1—DISCUSSION OF THE COMPANY’S ACTIVITIES**




**Organization
      and activities** :
      Pinpoint Advance Corp. (the “Company”) was incorporated in Delaware on September
      6, 2006, as a blank check company that was formed for the purpose of acquiring,
      merging with, engaging in a capital stock exchange with, purchasing all or
      substantially all of the assets of, or engaging in any other similar business
      combination with a business that has operations or facilities located in Israel
      or which is a company operating outside of Israel, specifically in Europe,
      which
      management believes would benefit from establishing operations or facilities
      in
      Israel, preferably in the technology sector (“Target Business”). All activity
      from inception (September 6, 2006) through December 31, 2007 was related to
      the
      Company’s formation and capital raising activities. The Company has selected
      December 31 as its fiscal 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.




The
      registration statement for the Company’s initial public offering (“Offering”)
      was declared effective on April 19, 2007. On April 25, 2007, the Company
      completed a private placement ("Private placement") and received net proceed
      of
      $1.5 million. The Company consummated the Offering on April 25, 2007 for net
      proceeds of approximately $27 million (including the over allotment).The
      Company’s management intends to apply substantially all of the net proceeds of
      the Offering toward consummating a Business Combination. The initial Target
      Business must have a fair market value equal to at least 80% of our net assets
      (excluding the amount held in the trust account representing a portion of the
      underwriters’ deferred discount) at the time of such acquisition. However, there
      is no assurance that the Company will be able to successfully affect a Business
      Combination.




Management
      has agreed that $28.37 million or $9.91 per Unit sold in the initial public
      offering will be held in a trust account (“Trust Account”) and invested in
      permitted United States government securities, of which $0.3 per Unit will
      be
      paid to the underwriter upon the consummation of a Business Combination. The
      placing of funds in the Trust Account may not protect those funds from third
      party claims against the Company. Although the Company will seek to have all
      vendors, prospective acquisition targets or other entities it engages, execute
      agreements with the Company waiving any right, title, interest or claim of
      any
      kind in or to any monies held in the Trust Account, there is no guarantee that
      they will execute such agreements.




The
      Company’s certificate of incorporation filed with the State of Delaware contains
      provisions designed to provide certain rights and protections to Company
      stockholders prior to the consummation of a business combination,
      including:




·
            Requirement
                that all proposed business combinations be presented to stockholders
                for
                approval regardless of whether or not Delaware law requires such
                a
                vote;  ·
            Common
              stockholders that vote against such proposed Business Combination are,
              under certain conditions, entitled to convert their shares into a pro-rata
              distribution from the Trust Fund (the “Conversion Right”). The actual
              per-share conversion price will be equal to the amount in the Trust
              Fund
              (inclusive of any interest thereon, but net of taxes payable on interest
              earned), divided by the number of shares sold in the Offering, or
              approximately $10 per share based on the value of the Trust Fund as
              of
              December 31, 2007. As a result of the Conversion Right, $8,625,740
              (including accretion of $118,777) relating to 862,212 shares of Common
              Stock subject to possible conversion, has been classified in temporary
              equity as Common Stock subject to possible conversion on the accompanying
              balance sheet as of December 31, 2007. The Company will not complete
              any
              business combination if public stockholders owning 30% or more of the
              shares sold in the Company's initial public offering vote against the
              Business Combination and exercise their redemption rights. Even if
              less
              than 30% of the stockholders, as described above, exercise their
              redemption rights, the Company may be unable to consummate a business
              combination if such redemption leaves the Company with funds less than
              a
              fair market value equal to at least 80% of the amount in the trust
              account
              (excluding any funds held for the benefit of the underwriters) at the
              time
              of such acquisition, which amount is required for the initial business
              combination. In such event the Company may be forced to either find
              additional financing to consummate such a business combination, consummate
              a different business combination or dissolve, liquidate and wind
              up.




·
            Prohibition
                against completing a business combination if 20% or more of those
                stockholders who purchased shares in the Offering and the private
                placement exercise their conversion rights in lieu of approving a
                business
                combination;




·
            The
                right of stockholders voting against a business combination to surrender
                their shares for a pro rata portion of the trust account in lieu
                of
                participating in a proposed business
                combination;




·
            A
                requirement that in the event the Company does not consummate a business
                combination by the later of 18 months after the consummation of the
                Proposed Offering or 24 months after the consummation of the Proposed
                Offering in the event that either a letter of intent, an agreement
                in
                principle or a definitive agreement to complete a business combination
                was
                executed, the Company’s purpose and powers will be limited to dissolving,
                liquidating and winding up; provided however, that the
                Company reserves itsrights under Section 278 of the Delaware General Corporation Law
                to bring
                or defend any action, suit or proceeding brought by or againstthe
                Company;





F-7




**PINPOINT
      ADVANCE CORP.**


**(A
      development stage corporation)**




**NOTES
      TO FINANCIAL STATEMENTS—Continued**




**NOTE
      1—DISCUSSION OF THE COMPANY’S ACTIVITIES (Continued)**




·
            Requirement
                that management take all actions necessary to liquidatethetrust account tothe
                Company’spublic stockholders as part ofitsplan of dissolution and liquidation in the eventthe
                Company doesnot consummate a business combination by the later of 18 months after
                the
                consummation ofthe
                Proposed Offeringor
                24 months after the consummation ofthe
                Proposed Offeringin
                the event that either a letter of intent, an agreement in principle
                or a
                definitive agreement to complete a business combination was executed
                but
                was not consummated within such 18 month
                period;




·
            Limitation
                on stockholders’ rights to receive a portion of the trust account so that
                they may only receive a portion of the trust account upon liquidation
                ofthetrust account tothe
                Company’spublic stockholders as part ofitsplan of dissolution and liquidation or upon the exercise of their
                conversion rights; and




·
            Thebifurcation ofthe
                Company’sboard of directors into two classes and the establishment of related
                procedures regarding the standing and election of such
                directors.




**NOTE
      2—OFFERING**




In
      its
      initial public offering, effective April 19, 2007 (closed on April 25,
      2007), the Company sold to the public 2,875,000 Units (the “Units” or a “Unit”)
      at a price of $10.00 per Unit. Each unit consisted of one share and one warrant.
      Each warrant entitles the holder to purchase one share of the Company's common
      stock at a price of $7.50. Proceeds from the initial public offering and the
      Private placement totaled approximately $28.5 million, which was net of
      approximately $1.6 million in underwriting fees and other expenses paid at
      closing.




The
      Company also sold to underwriters for $100 an option to purchase up to 125,000
      Units (Note 6).




**NOTE
      3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**




**Cash
      and Cash Equivalents** —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.
      The Company did not hold any cash equivalents as of December 31, 2007.


**Trust
        Account** —The
        Company's restricted cash and cash equivalents held in the Trust Account
        at
        December 31, 2007 is invested in a money market fund. The Company recognized
        interest income $897,815 from inception (September 6, 2006) to December 31,
        2007
        on such money market fund, which is included in interest income on the
        accompanying statements of operations.




**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
      may
      maintain deposits in federally insured financial institutions in excess of
      federally insured limits. However, management believes the Company is not
      exposed to significant credit risk due to the financial position of the
      depository institutions in which those deposits are held.





**Net
      Income per Share** —Basic
      earnings (loss) per share are computed by dividing net income (loss) by the
      weighted average number of shares of common stock outstanding during the period.
      Basic
      earnings per share subject to possible conversion is calculated by dividing
      accretion of Trust Account relating to common stock subject to possible
      conversion by 862,212 common shares subject to possible conversion.Diluted earnings per share reflect the additional dilution for all
      potentially dilutive securities such as stock warrants and options. The effect
      of the 1,500,000 outstanding warrants, issued in connection with the private
      placement described in Note 1 and the warrants issued in connection with the
      public offering has not been considered in the diluted net earnings per share
      since the warrants are contingently exercisable. The effect of the 125,000
      units
      included in the underwriters purchase option, as described in Note 2, along
      with
      the warrants underlying such units, has not been considered in the diluted
      earnings per share calculation since the market price of the unit was less
      than
      the exercise price during the period.




F-8




**PINPOINT
      ADVANCE CORP.**


**(A
      development stage corporation)**




**NOTES
      TO FINANCIAL STATEMENTS—Continued**




**NOTE
      3—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**




**Fair
      Value of Financial Instruments** —the
      fair
      values of the Company’s assets and liabilities that qualify as financial
      instruments under SFAS No. 107 “Disclosures about Fair Value of Financial
      Instrument,” approximate their carrying amounts presented in the balance sheet
      at December 31, 2007.




The
      Company accounts for derivative instruments, if any, in accordance with SFAS
      No. 133 “Accounting for Derivative Instruments and Hedging Activities,” as
      amended, (“SFAS 133”) which establishes accounting and reporting standards for
      derivative instruments. The Company does not have any derivatives as of December
      31, 2007.




**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 effect 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.




**Income
      Taxes** —Deferred
      income tax assets and liabilities are computed for differences between the
      financial statement and tax basis of assets and liabilities that will result
      in
      future taxable or deductible amounts and are based on enacted tax laws and
      rates
      applicable to the periods in which the differences are expected to effect
      taxable income. Valuation allowances are established when necessary to reduce
      deferred income tax assets to the amount expected to be realized.




New
      Accounting Pronouncements—FIN 48: “Accounting for Uncertainty in Income Taxes,
      an Interpretation of FASB Statement No. 109". Fin 48 clarifies the accounting
      for uncertainty in income taxes recognized in a company’s financial statements
      and prescribes a recognition threshold and measurement attribute for the
      financial statement recognition and measurement of a tax position taken in
      an
      income tax return. FIN 48 also provides guidance in derecognition,
      classification, interest and penalties, accounting in interim periods,
      disclosures and transition. FIN 48 is effective fiscal years beginning after
      December 15, 2006. The adoption of FIN 48 did not have an effect, on the
      Company's financial statements .




**NOTE
      4- DEFFERED UNDERWRITING FEE**




In
      connection with the Offering, the Company has entered into an underwriting
      agreement (the “Underwriting Agreement”) with the underwriters in the Offering.




Pursuant
      to the Underwriting Agreement, the Company was obligated to the underwriters
      for
      certain fees and expenses related to the Offering, including underwriting
      discounts of $2,262,500 (with over allotment exercised). The underwriters
      exercised their over-allotment option on May 2, 2007. The Company paid an
      aggregate of $1,400,000, of the underwriting discount upon closing of the
      Offering (including the over allotment). The Company and the underwriters have
      agreed that payment of the balance of the underwriting discount of $862,500
      will
      be deferred until consummation of the Business Combination.





In
      connection with the Offering, the Company has entered into an engagement
      agreement (the “Engagement Agreement”) with its legal counsel in the
      Offering.  Pursuant to the Engagement Agreement, the Company was obligated
      to its legal counsel for certain fees and expenses related to the Offering,
      including an aggregate legal fee of $250,000.  The Company paid
      $150,000, of the legal fee upon closing of the Offering.  The Company and
      its counsel have agreed that payment of the balance of the legal fee of
      $100,000 will be deferred until consummation of the Business
      Combination.  If
      the
      Business  Combination
      does not occur, these deferred fees will be distributed to the shareholders
      as
      part of the liquidation of the Company.




F-9




**PINPOINT
      ADVANCE CORP.**


**(A
      development stage corporation)**




**NOTES
      TO FINANCIAL STATEMENTS—Continued**




**NOTE
      5—COMMITMENTS**




The
      Company has agreed to pay a monthly fee of $7,500 to an affiliate of Ronen
      Zadok, commencing on the date of the Offering for office space and certain
      general and administrative services. In addition the officers and directors
      of
      the Company will be entitled to reimbursement for out-of-pocket expenses
      incurred by them or their affiliates on behalf of the Company.




The
      initial stockholders have waived their right to receive distributions with
      respect to their founding shares upon the Company’s liquidation. The initial
      stockholders will be entitled to registration rights with respect to their
      founding shares pursuant to an agreement to be signed prior to or on the
      effective date of the Proposed Offering. The holders of the majority of these
      shares are entitled to make up to two demands that the Company register these
      shares at any time commencing three months prior to the third anniversary of
      the
      effective date of the Proposed Offering. In addition, the initial stockholders
      have certain “piggy-back” registration rights on registration statements filed
      subsequent to the third anniversary of the effective date of the Proposed
      Offering. The shares of common stock underlying the Underwriter’s option are
      subject to similar registration rights.




**NOTE
      6 - WARRANTS AND OPTION TO PURCHASE COMMON STOCK**




The
      Company has agreed to pay the underwriter in the Offering an underwriting
      discount of 7% of the gross proceeds of the Offering and a non-accountable
      expense allowance of 1% of the gross proceeds (excluding the over-allotment
      option) of the Offering. However, the underwriter has agreed that 3% of the
      underwriting discounts will not be payable unless and until the Company
      completes a business combination, and has waived its right to receive such
      payment upon the Company’s liquidation if the Company is unable to complete a
      business combination. The Company has sold to the Underwriter for $100, an
      option to purchase up to 125,000 units at $11 per unit. The units issuable
      upon
      exercise of this option are identical to those offered by the Offering. This
      option commences on the later of the consummation of a business combination
      or
      180-days from the date of the prospectus with respect to the Proposed Offering
      and expires five years from the date of the prospectus. The Company estimates
      that the fair value of the Underwriter’s Option was approximately $738,750
      ($5.91per Unit) using a Black-Scholes option-pricing model. The fair value
      of
      the Underwriter's Option has been estimated using the following assumptions:
      (1)
      expected volatility of 69.95% (2) risk-free interest rate of 4.8% and (3)
      contractual life of 5 years. The expected volatility in the preceding sentence
      was calculated as an average of the volatilities of Israeli technology companies
      with market capitalizations between $50 million - $100 million that trade on
      US
      Stock Exchanges. In calculating volatility for the representative companies,
      the
      Company used daily historical volatilities for the period of time equal to
      the
      term of the option (5 years) .The Company has  accounted
      for these purchase options as a cost of raising capital and has included the
      instrument as equity in its financial statements. Accordingly, there was no net impact on the Company’s
      financial position or results of operations, except for the recording of the
      $100 proceeds from the sale .




Immediately
        prior to the Initial Public Offering the Company sold to certain of the initial
        Stockholders 1,500,000 warrants ("Private Warrants"), for an aggregate purchase
        price of $1,500,000. All of the proceeds received from the sale of the Insider
        Units were placed in the Trust Account. The Insider Units are identical to
        the
        units offered in the Initial Public Offering except
        that the warrants included therein are not redeemable while held by the insider
        or his permitted transferees. All of the Company’s stockholders prior to the
        Proposed Offering (“Initial Stockholders”) agreed to vote the shares of common
        stock owned by them immediately before the offering and the private placement
        in
        accordance with the majority of the shares of common stock voted by the public
        stockholders and the holders of the shares of common stock included in the
        Insider Units agreed to vote in favor of a business combination proposed
        to the
        Company’s stockholders. All of such holders have waived their rights to
        participate in any liquidation distribution occurring upon failure of the
        Company to
        consummate a business combination.




The
      public warrants, and the underwriter's unit purchase option and the warrants
      included in the underwriter’s unit purchase option, are not subject to net cash
      settlement in the event the Company is unable to maintain an effective 1933
      Act
      registration statement. The Company must use best efforts to file and maintain
      the effectiveness of the registration statement for the warrants set forth
      above
      as well as the securities issuable upon exercise of the underwriter’s unit
      purchase option. Such warrants are only exercisable to the extent the Company
      is
      able to maintain such effectiveness. The unit purchase option (but not the
      underlying warrants), however, may be exercised by means of cashless exercise
      even in the absence of an effective registration statement for the underlying
      securities. If a holder of public warrants or the holder of the underwriter’s
      unit purchase option, or warrants underlying the underwriter’s unit purchase
      option, does not, or is not able to, exercise such warrants, underwriter’s unit
      purchase option or warrants underlying such underwriter’s unit purchase option,
      as applicable, such warrants, underwriter unit purchase option or underlying
      warrants, as applicable, will expire worthless.




F-10




**PINPOINT
      ADVANCE CORP.**


**(A
      development stage corporation)**




**NOTES
      TO FINANCIAL STATEMENTS—Continued**




**NOTE
      7—CAPITAL STOCK**




***Preferred
      Stock***




The
      Company is authorized to issue up to 1,000,000 shares of Preferred Stock with
      such designations, voting, and other rights and preferences as may be determined
      from time to time by the Board of Directors




***Common
      Stock***




On
      February 20, 2007, the number of outstanding shares decreased from 828,125
      shares to 625,000 shares as a result of a reverse split of the Company's common
      stock.




On
      April
      25, 2007, the number of outstanding shares was 3,125,000 after consummating
      the
      initial public offering.




On
      May 2,
      2007, the number of outstanding shares was 3,500,000 after exercising the
      over-allotment option.




F-11




**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the
      Registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized, on the 30th day of March
      2008.




**PINPOINT
                ADVANCE****CORP.**By:
            /s/
                Adiv BaruchName:
                Adiv Baruch
              Title:
                Chief Executive Officer
              (Principal
                Executive Officer)




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.





Signature
            
            Title
            
            Date/s/
                Adiv Baruch
            
            President
                and Chief Executive Officer
            
            March
                30, 2008Adiv
                Baruch
            
            (principal
                executive officer)/s/
                Ronen Zadok
            
            Chief
                Financial Officer and Secretary
            
            March
                30, 2008Ronen
                Zadok
            
            (principal
                financial and accounting officer)/s/
                Jacob Perry
            
            Chairman
            
            March
                30, 2008Jacob
                Perry/s/
                Yoav Schwalb
            
            Director
            
            March
                30, 2008Yoav
                Schwalb/s/
                Yaron Schwalb
            
            Director
            
            March
                30, 2008Yaron
                Schwalb




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