UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC 20549




FORM
10-K/A


Amendment
No. 1


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





For The
fiscal year ended December 31, 2009


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 StreetHerzeliya,
      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(b) of the Act: None




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




Title
of each Class


Common
      Stock, $.0001 par value per shareWarrants
      to purchase shares of Common Stock




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.    Yes  ̈   No x


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.   
Yes  ̈  No
x


Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.     Yes x  No  ̈


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 filer  o
            Accelerated
      filer  oNon-accelerated
      filer  o
            Smaller
      reporting company x


Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).    Yes  x    No 
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 June 30, 2009,
as reported on the OTC Bulletin Board, was approximately $0.


As of
March 22, 2010, there were 3,484,402 shares of common stock, par value $.0001
per share, of the registrant outstanding.


Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes   ̈     No
 ̈








Explanatory
Note





Pinpoint
Advance Corp., (the “Company”) is filing this Amendment No. 1 to its Annual
Report on Form 10-K (“Amendment”) to amend its Annual Report on Form 10-K (“Form
10-K”) for the fiscal year ended December 31, 2009, which was originally filed
with the Securities and Exchange Commission on March 31, 2010, in order to
include a Report of Independent Registered Accounting Firm which was omitted
from the Form 10-K and to amend the Exhibit List to remove Exhibit 23.1, Consent
of Ziv Haft, a BDO member firm.




Except
for the amendments described above, this Amendment does not modify or update
other disclosures in, or exhibits to the Form 10-K.  Readers should be
aware that certain information contained herein is as of the date of the
originally filed Form 10-K and may therefore not be current as such
information is not being amended pursuant to this Amendment.  Please see
the Company’s filings with the Securities and Exchange Commission for more
current information.




As a
result of this Amendment, the certifications pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, as filed as exhibits to the Form 10-K, have been
re-executed and re-filed as of the date of this Amendment.





Item
15. Exhibits, Financial Statement Schedules.





(a) 
         The following documents are filed as part of
this report:





(1) 
         Financial
Statements.





The
following financial statements of the Company are referenced in Item 8 and
begin on page F-1 of this report:





PageReport
      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




24





(2) Financial Statement
Schedules.





All
schedules are omitted for the reason that the information is included in the
financial statements or the notes thereto or that they are not required or are
not applicable.





(3) Exhibits.





Exhibit
      No.
                
                Description1.1
                
                Underwriting
      Agreement. (1)3.1
                
                Second
      Amended and Restated Certificate of Incorporation. (5)3.2
                
                Bylaws.
      (2)4.1
                
                Specimen
      Unit Certificate. (2)4.2
                
                Specimen
      Common Stock Certificate. (2)4.3
                
                Specimen
      Warrant Certificate. (2)4.4
                
                Warrant
      Agreement between American Stock Transfer & Trust Company and the
      Registrant. (1)4.5
                
                Unit
      Option Purchase Agreement between the Registrant and Maxim Group LLC.
      (1)10.1.1
                
                Letter
      Agreement among the Registrant, Maxim Group LLC and Adiv Baruch.
      (2)10.1.2
                
                Letter
      Agreement among the Registrant, Maxim Group LLC and Yoav Schwalb.
      (2)10.1.3
                
                Letter
      Agreement among the Registrant, Maxim Group LLC and Ronen Zadok.
      (2)10.1.4
                
                Letter
      Agreement among the Registrant, Maxim Group LLC and Yaron Schwalb.
      (2)10.1.5
                
                Letter
      Agreement among the Registrant, Maxim Group LLC and Jacob Perry.
      (2)10.2
                
                Investment
      Management Trust Agreement between American Stock Transfer &
      Trust Company and the Registrant. (1)10.3
                
                Stock
      Escrow Agreement between the Registrant, American Stock
      Transfer & Trust Company and the founding stockholders.
      (1)10.4
                
                Registration
      Rights Agreement among the Registrant and the founding stockholders.
      (1)10.5
                
                Lease/Office
      Services Agreement dated October 18, 2006 by and among the Registrant and
      New Pole Ltd. (4)10.6
                
                Amended
      and Restated Subscription Agreement between the Registrant and certain
      officers and directors of the Registrant. (2)14
                
                Code
      of Ethics (3)31.1
                
                Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002*31.2
                
                Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002*32.1
                
                Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      to Section 906 of the Sarbanes-Oxley Act of 2002*32.2
                
                Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      to Section 906 of the Sarbanes-Oxley Act of 2002**
                Filed
      herewith.


(1)
            Incorporated by reference to the
      Registrant’s Current Report on Form 8-K filed on April 27,
      2007.


(2)
            Incorporated by reference to the
      Registrant’s Registration Statement of Form S-1 filed on February 21,
      2007.


(3)
            Incorporated by reference to the
      Registrant’s Registration Statement on Form S-1 filed on November 30,
      2006.


(4)
            Incorporated by reference to the
      Registrant’s Registration Statement on Form S-1 filed on October 20,
      2006.


(5)
            Incorporated by reference to the
      Registrant’s Proxy Statement on Form 14A filed on April 8,
      2009.


25


PINPOINT
ADVANCE CORP.


(A
development stage corporation)





FINANCIAL
STATEMENTS


as
of December 31, 2009





In
U.S. Dollars





INDEX




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




F-1




Report
of independent Registered Public Accounting Firm




Board of
Directors and Stockholders


PINPOINT
ADVANCE CORP.




We have
audited the accompanying balance sheets of PINPOINT ADVANCE CORP. a corporation
in the development stage (the “Company”) as of December 31, 2009 and 2008 and
the related statements of operations, stockholders’ equity, and cash flows for
the each of the two years ended December 31, 2009 and 2008 and for the period
from inception (September 6, 2006) to December 31, 2009. 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 audit.




We
conducted our audit 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 audit provide a reasonable
basis for our opinion.




As
discussed in Note 1, the Company’s Certificate of Incorporation provided for
mandatory liquidation of the Company in the event that the Company did not
consummate a business combination within 18 months from the date of the
consummation of its initial public offering (“Offering”) (such date was October
25, 2008) or 24 months from the consummation of the Offering if certain
extension criteria had been satisfied (such date was April 25, 2009). In October
2008 the Company announced its termination of letters of intent for potential
business combinations and its plans to distribute the amount held in the Trust
Fund to its stockholders and to adopt a plan for continued corporate existence.
During 2009 the Company distributed the amount held in the Trust Fund to its
stockholders and removed the blank check company restrictions from the Company’s
charter, thereby allowing the Company to continue its corporate
existence.




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, 2009
and 2008 and the results of its operations and its cash flows for the each of
the two years in the period and for the period from inception (September 6,
2006) to December 31, 2009, 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. The Company has a remaining cash balance of
$8,071, current liabilities of $143,117, accumulated deficit of $58,654. The
possibility that such further financing and acquisitions will not be consummated
raises substantial doubt as to its ability to continue as a going concern.
Management’s plans regarding those matters are also described in Note
1.




Tel-Aviv,
      IsraelMarch
      31, 2010





Ziv
      HaftCertified
      Public Accountants (Isr.)BDO
      Member Firm




F-2





PINPOINT
ADVANCE CORP.


(A
development stage corporation)


BALANCE
SHEETS





December 31,
                              2009
                            
                            
                            December 31,
                              2008ASSETSCurrent
      assetsCash
                            
                            $
                            8,071
                            
                            
                            $
                            8,380Deposit
                            
                            
                            317
                            
                            
                            
                            317Cash
      held in trust (Note 1)
                            
                            
                            -
                            
                            
                            
                            28,528,943Prepaid
      expense and other accounts receivable
                            
                            
                            76,425
                            
                            
                            
                            11,111Total
      Assets
                            
                            $
                            84,813
                            
                            
                            $
                            28,548,751LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccrued
      expenses and other accounts payable
                            
                            
                            148,995
                            
                            
                            
                            76,001Common
      Stock subject to conversion
                            
                            
                            -
                            
                            
                            
                            28,491,250Total
      current liabilities
                            
                            
                            148,995
                            
                            
                            
                            28,567,251Commitments and Contingencies(Note 4)Stockholders’ Deficiency(Note 5)Preferred
      stock – $.0001 par value; 1,000,000 authorized; none issued or
      outstandingCommon
      stock $.0001 par value; 15,000,000 Authorized, 359,402 issued and
      outstanding;
                            
                            
                            37Common
      stock, Class A, $0.0001 par value, 5,000,000 Authorized, 3,125,000 issued
      and outstanding; and 0 shares issued and outstanding
                            
                            
                            313
                            
                            
                            
                            264Additional
      paid-in capital
                            
                            
                            -
                            
                            
                            
                            -Deficit
      accumulated during the development stage
                            
                            
                            (64,532
                            )
                            
                            
                            (18,764
                            )Total
      stockholders’ deficit
                            
                            
                            (64,182
                            )
                            
                            
                            (18,500
                            )Total
      liabilities and stockholders' deficiency
                            
                            $
                            84,813
                            
                            
                            $
                            28,548,751





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, 2009
                                      
                                      
                                      For the year
                                        ended
                                        December 31, 2008
                                      
                                      
                                      For the period from
                                        September 6, 2006
                                        (inception) to
                                        December 31, 2008
                                      
                                      
                                      For the period from
                                        September 6, 2006
                                        (inception) to December
                                        31, 2009State
      franchise tax
                                      
                                      $
                                      22,290
                                      
                                      
                                      $
                                      43,775
                                      
                                      
                                      $
                                      87,550
                                      
                                      
                                      $
                                      109,840Formation
      and operating costs
                                      
                                      
                                      
                                      
                                      
                                      
                                      —
                                      
                                      
                                      
                                      1,000
                                      
                                      
                                      
                                      1,000Other
      general and administrative expenses
                                      
                                      
                                      221,804
                                      
                                      
                                      
                                      805,334
                                      
                                      
                                      
                                      1,063,335
                                      
                                      
                                      
                                      1,285,139Bank
      charges
                                      
                                      
                                      231
                                      
                                      
                                      
                                      1,383
                                      
                                      
                                      
                                      2,670
                                      
                                      
                                      
                                      2,901Loss
      from operation
                                      
                                      
                                      (244,325
                                      )
                                      
                                      
                                      (850,492
                                      )
                                      
                                      
                                      (1,154,555
                                      )
                                      
                                      
                                      (1,398,880
                                      )Interest
      income
                                      
                                      
                                      (5,953
                                      )
                                      
                                      
                                      467,816
                                      
                                      
                                      
                                      1,365,631
                                      
                                      
                                      
                                      1,359,678Income
      (Loss) before provision for income tax
                                      
                                      
                                      (250,278
                                      )
                                      
                                      
                                      (382,676
                                      )
                                      
                                      
                                      211,076
                                      
                                      
                                      
                                      (39,202
                                      )Provision
      for income tax "(tax benefit)"
                                      
                                      
                                      (204,596
                                      )
                                      
                                      
                                      4,397
                                      
                                      
                                      
                                      209,040
                                      
                                      
                                      
                                      4,444Net
      (Loss) income for the period
                                      
                                      $
                                      (45,682
                                      )
                                      
                                      $
                                      (387,073
                                      )
                                      
                                      $
                                      2,036
                                      
                                      
                                      $
                                      (43,646
                                      )Accretion
      of trust fund relating to common stock subject to possible
      redemption
                                      
                                      
                                      —
                                      
                                      
                                      
                                      (115,735
                                      )
                                      
                                      
                                      (3,042
                                      )
                                      
                                      
                                      (3,042
                                      )Net
      (Loss) attributable to other common stockholders
                                      
                                      $
                                      (45,682
                                      )
                                      
                                      $
                                      (271,338
                                      )
                                      
                                      $
                                      (1,006
                                      )
                                      
                                      $
                                      (46,688
                                      )Net
      loss per shareBasic
      and Diluted
                                      
                                      $
                                      (0.02
                                      )
                                      
                                      $
                                      (0.28
                                      )Weighted
      average shares outstandingBasic
      and diluted
                                      
                                      
                                      2,941,820
                                      
                                      
                                      
                                      984,402Net
      loss per share subject to possible conversionBasic
      and diluted
                                      
                                      $
                                      —
                                      
                                      
                                      $
                                      (1.07
                                      )Weighted
      average shares outstanding subject to possible conversion
                                      
                                      
                                      —
                                      
                                      
                                      
                                      107,777Net
      loss per class A shareBasic
      and diluted
                                      
                                      $
                                      (0.02
                                      )
                                      
                                      $
                                      —Weighted
      average class A shares outstandingBasic
      and diluted
                                      
                                      
                                      1,957,480
                                      
                                      
                                      
                                      —





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


F-4


PINPOINT
ADVANCE CORP.


(A
development stage corporation)


STATEMENTS
OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY


For
the period from September 6, 2006 (inception) to December 31, 2009





Common stock
                                
                                
                                Common stock, Class A
                                
                                
                                Additional
                                
                                
                                Deficit
                                  accumulated
                                  during the
                                  development
                                
                                
                                Total
                                  Stockholders’Shares
                                
                                
                                Amount
                                
                                
                                Shares
                                
                                
                                Amount
                                
                                
                                Paid-in capital
                                
                                
                                stage
                                
                                
                                equityBalance
      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 (audited)
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                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
                                
                                
                                
                                19,271,582Net
      loss for the period (audited)
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                (387,073
                                )
                                
                                
                                (387,073
                                )Accretion
      of trust fund relating to common stock subject to possible
      conversion
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                115,735
                                
                                
                                
                                115,735Reclassification
      of underwriting and legal fees to additional paid-in
    capital
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                962,500
                                
                                
                                
                                —
                                
                                
                                
                                962,500Reclassification
      of common stock value subject to redemption to current
      liability
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                (19,963,486
                                )
                                
                                
                                (17,758
                                )
                                
                                
                                (19,981,244
                                )Balances
      at December 31, 2008
                                
                                
                                2,637,788
                                
                                
                                
                                264
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                (18,764
                                )
                                
                                
                                (18,500
                                )Reclassification
      of redeemable shares
                                
                                
                                862,212
                                
                                
                                
                                86
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                (86
                                )
                                
                                
                                —Shares
      decrease as a result of reverse split
                                
                                
                                (2,515,598
                                )
                                
                                
                                (251
                                )
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                251
                                
                                
                                
                                —
                                
                                
                                
                                —Return
      and cancellation of initial stockholders common stock
                                
                                
                                (625,000
                                )
                                
                                
                                (62
                                )
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                62
                                
                                
                                
                                —
                                
                                
                                
                                —Issuance
      of common stock to initial stockholders
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                3,125,000
                                
                                
                                
                                313
                                
                                
                                
                                (313
                                )
                                
                                
                                —
                                
                                
                                
                                —Net
      loss for the period (audited)
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                —
                                
                                
                                
                                (45,682
                                )
                                
                                
                                (45,682
                                )Balances
      at December 31, 2009
                                
                                
                                359,402
                                
                                
                                $
                                37
                                
                                
                                
                                3,125,000
                                
                                
                                
                                313
                                
                                
                                
                                —
                                
                                
                                $
                                (64,532
                                )
                                
                                $
                                (64,182
                                )




F-5


PINPOINT
ADVANCE CORP.


(A
development stage corporation)


STATEMENTS
OF CASH FLOWS





For
      the year
                                    Ended
                                    December 31, 2009
                                  
                                  
                                  For
      the year
                                    Ended
                                    December 31, 2008
                                  
                                  
                                  For the period from
                                    September 6, 2006
                                    (inception) to December
                                    31, 2008
                                  
                                  
                                  For the period from
                                    September
      6, 2006
                                    (inception)
      to
                                    December
      31, 2009OPERATING
      ACTIVITIESNet
      (Loss) income for the period
                                  
                                  $
                                  (45,682
                                  )
                                  
                                  $
                                  (387,073
                                  )
                                  
                                  $
                                  2,036
                                  
                                  
                                  $
                                  (43,646
                                  )Increase
      (Decrease) in accrued expenses and other accounts payable
                                  
                                  
                                  72,994
                                  
                                  
                                  
                                  (201,897
                                  )
                                  
                                  
                                  286,162
                                  
                                  
                                  
                                  359,156(Increase)
      Decrease in prepaid expenses
                                  
                                  
                                  (65,314
                                  )
                                  
                                  
                                  16,667
                                  
                                  
                                  
                                  (11,111
                                  )
                                  
                                  
                                  (76,425
                                  )(Increase)
      Decreaseininterestreceivable
      in trust
                                  
                                  
                                  
                                  
                                  
                                  
                                  91,847
                                  
                                  
                                  
                                  —Net
      cash provided (used) in operating activities
                                  
                                  
                                  (38,002
                                  )
                                  
                                  
                                  (480,456
                                  )
                                  
                                  
                                  277,087
                                  
                                  
                                  
                                  239,085INVESTING
      ACTIVITIESCash
      contributed to Trust Fund
                                  
                                  
                                  28,528,943
                                  
                                  
                                  
                                  417,976
                                  
                                  
                                  
                                  (28,528,942
                                  )
                                  
                                  
                                  —Net
      cash used in investing activities
                                  
                                  
                                  28,528,943
                                  
                                  
                                  
                                  417,976
                                  
                                  
                                  
                                  (28,528,942
                                  )
                                  
                                  
                                  —FINANCING
      ACTIVITIESProceeds
      from issuance of common stock to initial stockholders
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  25,000
                                  
                                  
                                  
                                  25,000Proceeds
      from loans from related party
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  151,210
                                  
                                  
                                  
                                  151,210Payment
      of loans from related party
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (151,210
                                  )
                                  
                                  
                                  (151,210
                                  )Deposit
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (317
                                  )
                                  
                                  
                                  (317
                                  )Short
      term bank credit
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —Payment
      of Deferred offering cost
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (210,161
                                  )
                                  
                                  
                                  (210,161
                                  )Proceeds
      from issuance of insider warrants
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  1,500,000
                                  
                                  
                                  
                                  1,500,000Proceeds
      from purchase of underwriter’s purchase option
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  100
                                  
                                  
                                  
                                  100Redemption
      of common stock
                                  
                                  
                                  (28,491,250
                                  )
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  (28,491,250
                                  )Portion
      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
                                  
                                  
                                  
                                  18,438,650Net
      cash provided by financing activities
                                  
                                  $
                                  (28,491,250
                                  )
                                  
                                  $
                                  —
                                  
                                  
                                  $
                                  28,260,235
                                  
                                  
                                  $
                                  (231,015
                                  )Net
      increase (Decrease) in cash
                                  
                                  $
                                  (309
                                  )
                                  
                                  $
                                  (62,480
                                  )
                                  
                                  $
                                  8,380
                                  
                                  
                                  $
                                  8,071CashBeginning
      of period
                                  
                                  
                                  8,380
                                  
                                  
                                  
                                  70,860
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —End
      of period
                                  
                                  $
                                  8,071
                                  
                                  
                                  $
                                  8,380
                                  
                                  
                                  $
                                  8,380
                                  
                                  
                                  $
                                  8,071Deferred
      legal fees against additional paid-in capital
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  100,000
                                  
                                  
                                  
                                  100,000Deferred
      underwriting fees against additional paid-in capital
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  862,500
                                  
                                  
                                  
                                  862,500Cash
      paid for income taxes
                                  
                                  
                                  25,205
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  —
                                  
                                  
                                  
                                  313,060Cash
      paid for interest
                                  
                                  
                                  5,953
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  5,953





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, 2009 was related to the
Company’s formation and capital raising activities and to seeking a business
combination. 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 proceeds 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.





Management
has agreed that $28.37 million or $9.91 per Unit sold in the Offering was to 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 sought to have all vendors,
prospective acquisition targets or other entities it engaged, 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, the Company may not have been
successful in obtaining all such agreements.





On
October 27, 2008, the Company announced it has executed a letter of intent to
effectuate a business combination with a privately-held company with its
headquarters in Israel (the "LOI"). All parties to the LOI negotiated the terms
of a definitive agreement and in fact, a definitive agreement (the "Agreement")
was executed by all parties to the LOI. However, one of the parties to the
Agreement claimed it never released its signature thereto and has since
indicated that it no longer wished to pursue the proposed business
combination.





The
Company believes a binding, definitive agreement was executed by all parties.
However, because one of the parties has indicated its position that no binding
agreement currently exists and that it did not wish to continue with
negotiations at this time, the Company determined to liquidate the trust account
established by the Company for the benefit of its public stockholders, and to
return funds to the holders of shares of the Company common stock issued in its
initial public offering, in accordance with its IPO prospectus and the terms of
its amended and restated certificate of incorporation. See Note 4 for a
description of the Lawsuit filed by the Company with respect
thereto.





At a
Special Meeting held on May 15, 2009, a majority of the Company stockholders
voted in favor of the proposal to remove the blank check company restrictions
from the Company’s charter, thereby allowing the Company to continue its
corporate existence. In accordance with stockholder approval of the Company’s
proposals, on May 19, 2009 the Company effectuated the redemption of the shares
of common stock issued in the Company’s initial public offering in an amount of
$9.91 per share from the Company’s trust account and distribution of one share
of new common stock for every eight shares of common stock not redeemed. The
stockholders also approved the creation of a new class of common stock called
Class A Common Stock and exchanged each share of common stock held by them for
five shares of Class A Common Stock. The Class A share rights are identical to
the New Common Stock rights





The
warrants that issued in the initial public offering remain outstanding with no
changes in the original terms.





Going concern consideration As
indicated in the accompanying financial statements, at December 31, 2009, the
Company had $8,071 in cash, current liabilities of $148,995 and working capital
deficit of $64,182. Further, the Company has incurred and expects to continue to
incur costs. These factors, among others, indicate that the Company may be
unable to continue operations as a going concern unless further financing from
related parties is consummated.




F-7





PINPOINT
ADVANCE CORP.


(A
development stage corporation)





NOTES
TO FINANCIAL STATEMENTS-Continued





NOTE
2-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,
2009.





Trust Account-The Company's
restricted cash and cash equivalents was held in the Trust Account until May 19,
2009 and was invested in a money market fund. The Company recognized interest
income $1,359,678 from inception (September 6, 2006) to May 19, 2009 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 5, 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.





Fair Value of Financial
Instruments-the fair values of the Company’s assets and liabilities that
qualify as financial instruments under ASC 825 "Financial Instrument" (SFAS No.
107) “Disclosures about Fair Value of Financial Instrument,” approximate their
carrying amounts presented in the balance sheet at December 31,
2009.





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 affect
taxable income. Valuation allowances are established when necessary to reduce
deferred income tax assets to the amount expected to be realized.




F-8





PINPOINT
ADVANCE CORP.


(A
development stage corporation)





NOTES
TO FINANCIAL STATEMENTS-Continued





NOTE
2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





New
Accounting Pronouncements





In June
2009, the Financial Accounting Standards Board (FASB) issued the FASB Accounting
Standards Codification (“Codification”). The Codification became the single
authoritative source for US GAAP and changed the way in which the accounting
literature is organized. As applicable to the Company, the Codification became
effective commencing in the third quarter of 2009. The Codification does not
change US GAAP and does not have an effect on our financial position or results
of operations.





In May
2009, the FASB established a general standard of accounting for disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. As applicable to the Company, this
standard became effective as of June 15, 2009. In accordance with this standard,
the Company has evaluated subsequent events up to the filing date of these
financial statements.





In April
2009, the FASB issued additional requirements regarding interim disclosures
about the fair value of financial instruments which were previously only
disclosed on an annual basis. Entities are now required to disclose the fair
value of financial instruments which are not recorded at fair value in the
financial statements in both interim and annual financial statements. The new
requirements were effective for interim and annual periods ending after June 15,
2009 on a prospective basis. There was no impact on the financial
results.





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





NOTE
3-DEFFERED UNDERWRITING FEE





In
connection with the Offering, the Company 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 $2.2 million (with over allotment exercised). The Company paid $1.4
million, of the underwriting discount upon closing of the Offering (including
the over allotment). The Company and the underwriters agreed that payment of the
balance of the underwriting discount of $862.5 thousand would be deferred until
consummation of the Business Combination.





In
connection with the Offering, the Company 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 thousands.  The Company paid $150
thousand, of the legal fee upon closing of the Offering.





The
Company was unable to consummate a business combination within the time allotted
and all deferred legal fees and deferred underwriter fees were distributed to
stockholders as part of the trust distribution.





As
discussed in note 1, those fees have been reclassified to the Additional Paid-in
capital and will not be payable upon liquidation.




F-9





PINPOINT
ADVANCE CORP.


(A
development stage corporation)





NOTES
TO FINANCIAL STATEMENTS-Continued





NOTE
4- COMMITMENTS AND CONTINGENCIES





On
December 8, 2009, the Company and others, filed a lawsuit against Elbit Systems
Holdings Ltd. ("Elbit") and others, in the Petah Tikva District Court of Israel,
for damages in the amount of NIS 37.7 million ($10 million) (the "Lawsuit"). The
Lawsuit is based on the following factual background:





·
            That following a period of
      extensive negotiations between inter alia, the Company and Elbit, a July
      2008 Letter of Intent was signed, which contemplated inter alia, the
      Company purchase from Elbit of 31% of Kinetics, i.e. 18,716 Ordinary
      Shares of Kinetics Ltd. (the "Kinetics Shares"), in the amount of $ 26
      million Following said purchase, a merger between the Company and Kinetics
      was to be effectuated;





·
            That the Company, as a Blank
      Check company and in order to fulfill its duty to obtain timely
      shareholders' approval, was compelled to finalize the deal by October 18,
      2008;





·
            That based on the Letter of
      Intent, and a belief at the time of Elbit's good faith, the Company
      continued negotiating a definitive agreement with all parties involved in
      the transaction;





·
            That after lengthy negotiations,
      a definitive agreement was finalized, and signed, in early October
      2008;





·
            That Elbit's signature on the
      definitive agreement was withheld, based on Elbit's claim that it had
      "just received" information about a new order that would raise the
      forecast of Kinetics' profits in
2009;





The
Lawsuit seeks reparation for damages caused to plaintiffs as a result of
defendants' lack of good faith in negotiations, and requests that the Court hold
that defendants materially breached the definitive agreement, that defendants
are estopped from denying that the definitive agreement was finalized, and that
defendants acted with fraud, and alternatively, with recklessness. The Lawsuit
also alleges that Elbit was unjustly enriched by its conduct, and that any
enrichment as a result of Elbit's retension of the Kinetics Shares belongs to
the Company.





The
Lawsuit is in preliminary stages, and the Company cannot opine on the likelihood
of success at the present time.





NOTE
5-STOCKHOLDER’S EQUITY





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.





On May
19, 2009, in accordance with stockholder consent, the Company effectuated the
exchange and redemption of its capital stock whereby holders of stock in the
Company’s initial public offering received one share of New Common Stock for
eight shares held and issued one share of Class A Common Stock for each share of
common stock purchased prior to the Company’s offering for an aggregate of
359,402 shares of New Common Stock and 3,125,000 shares of Class A Common Stock.
The Class A Share rights are identical to the new common share
rights.





The
warrants issued in the initial public offering remain outstanding with no
changes in the original terms.


F-10





PINPOINT
ADVANCE CORP.


(A
development stage corporation)





NOTES
TO FINANCIAL STATEMENTS-Continued





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 Public 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 is approximately
$738.7 thousand ($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.





The
Company was unable to effectuate the Business Combination within the time
allotted and the deferred underwriting discount was distributed to stockholders
as part of the trust distribution. 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 $1.5 million.
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-11





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.





On May
19, 2009, the number of outstanding shares was decreased from 3,500,000 to
359,402 as a result of reverse split of 8 to 1 of the IPO shares, and as result
of returned cancellation of initial stockholders common stock





Class
A, Common Stock





On
May 19, 2009, the number of outstanding share was 3,125,000 after issuance of
common stock to initial stockholders.


F-12


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.




PINPOINT
      ADVANCE CORP.By:
              /s/
      Adiv BaruchDated:
      April 12, 2010
              
              Name:
      Adiv BaruchTitle:
      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
              
              DatePresident
      and Chief Executive
              
              April
      12, 2010/s/
      Adiv Baruch
              
              OfficerAdiv
      Baruch
              
              (principal
      executive officer)Chief
      Financial Officer and
              
              April
      12, 2010/s/
      Ronen Zadok
              
              SecretaryRonen
      Zadok
              
              (principal
      financial and accountingofficer)April
      12, 2010/s/
      Yoav Schwalb
              
              DirectorYoav
      SchwalbApril
      12, 2010/s/
      Yaron Schwalb
              
              DirectorYaron
      Schwalb