UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
DC 20549
  FORM
10-K
  x
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For The
fiscal year ended December 31, 2008
 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 StockUnits,
      each consisting of one share of Common Stock and one
    Warrant
  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.    Yes o   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 o  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 o
  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, 2008,
as reported on the OTC Bulletin Board, was approximately
$33,600,000.
  As of
March 30, 2009, there were 3,500,000 shares of common stock, par value $.0001
per share, of the registrant outstanding.
  
  
  TABLE OF
CONTENTS
  PART
      IItem
      1.
                                        
                                        Business
                                        3Item
      1A.
                                        
                                        Risk
      Factors
                                        7Item
      1B.
                                        
                                        Unresolved
      Staff Comments
                                        14Item
      2.
                                        
                                        Properties
                                        14Item
      3.
                                        
                                        Legal
      Proceedings
                                        14Item
      4.
                                        
                                        Submission
      of Matters to a Vote of Security Holders
                                        15PART
      IIItem
      5.
                                        
                                        Market
      For Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                        15Item
      6.
                                        
                                        Selected
      Financial Data
                                        16Item
      7.
                                        
                                        Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                        16Item
      7A.
                                        
                                        Quantitative
      and Qualitative Disclosures About Market Risk
                                        19Item
      8.
                                        
                                        Financial
      Statements and Supplementary Data
                                        19Item
      9.
                                        
                                        Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                        19Item
      9A.
                                        
                                        Controls
      and Procedures
                                        19Item
      9B.
                                        
                                        Other
      Information
                                        20PART
      IIIItem
      10.
                                        
                                        Directors
      and Executive Officers of the Registrant
                                        20Item
      11.
                                        
                                        Executive
      Compensation
                                        23Item
      12.
                                        
                                        Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                        23Item
      13.
                                        
                                        Certain
      Relationships and Related Transactions
                                        25Item
      14.
                                        
                                        Principal
      Accounting Fees and Services
                                        27PART
      IVItem
      15.
                                        
                                        Exhibits
      and Financial Statement Schedules
                                        28
  
  CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
  This
Annual Report on Form 10-K includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking
statements can be identified by the use of forward-looking terminology,
including the words “believes,” “estimates,” “anticipates,” “expects,”
“intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,”
“continue,” or “should,” or, in each case, their negative or other variations or
comparable terminology. Such statements include, but are not limited to, any
statements relating to our ability to consummate any acquisition or other
business combination and any other statements that are not statements of current
or historical facts. These statements are based on management’s current
expectations, but actual results may differ materially due to various factors,
including, but not limited to, our:
  ·
              being a development stage
      company with no operating
history;
  ·
              dependence on key personnel,
      some of whom may join us following an initial transaction, if
      any;
  ·
              personnel allocating their
      time to other businesses and potentially having conflicts of interest with
      our business;
  ·
              potentially being unable to
      obtain additional financing to complete an initial transaction, if
      any;
  ·
              limited pool of prospective
      target businesses;
  ·
              potential change in control if
      we acquire one or more target businesses for
  stock;
  ·
              delisting of our securities
      from the OTC Bulletin Board or our inability to have our securities quoted
      on the OTC Bulletin Board or any exchange  following a business
      combination;
  ·
              financial performance
      following an initial transaction, if any;
  or
  ·
              those other risks and
      uncertainties detailed in the Registrant’s filings with the Securities and
      Exchange Commission.
  By
their nature, forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may not occur in
the future. We caution you that forward-looking statements are not guarantees of
future performance and that our actual results of operations, financial
condition and liquidity, and developments in the industry in which we operate
may differ materially from those made in or suggested by the forward-looking
statements contained in this Annual Report on Form 10-K. In addition, even if
our results or operations, financial condition and liquidity, and developments
in the industry in which we operate are consistent with the forward-looking
statements contained in this Annual Report on Form 10-K, those results or
developments may not be indicative of results or developments in subsequent
periods.
  These
forward-looking statements are subject to numerous risks, uncertainties and
assumptions about us described in our filings with the Securities and Exchange
Commission. The forward-looking events we discuss in this Annual Report on Form
10-K speak only as of the date of such statement and might not occur in light of
these risks, uncertainties and assumptions. Except as required by applicable
law, we undertake no obligation and disclaim any obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
  Unless
otherwise provided in this Annual Report on Form 10-K, references to “the
Company,” “the Registrant,” “we,” “us” and “our” refer to Pinpoint Advance
Corp.
  2
  PART
I
  Item
1.                      Business
  Introduction
 
 Pinpoint
Advance Corp. (the “Company”, “we”, or “us”) is a blank check company. We were
organized under the laws of the State of Delaware on September 6, 2006. We were
formed for the purpose of acquiring, merging with, engaging in a capital stock
exchange with, purchasing all or substantially all of the assets of, or engaging
in any other similar business combination with a business that has operations or
facilities located in Israel or which is a company operating outside of Israel,
specifically in Europe, which management believes would benefit from
establishing operations or facilities in Israel, preferably in the technology
sector.  As indicated below, if our stockholders approve the
continuation of our corporate existence, we will not restrict our search for
potential candidates to companies engaged in any specific business, industry or
geographical location and, thus, may acquire any type of business.
 
 On
October 27, 2008, we announced that the Company had entered into a letter of
intent (the “LOI”) to effectuate a business combination (the “Business
Combination”) with a privately-held company in Israel and negotiated and
executed a definitive agreement (the “Agreement”) with respect to the Business
Combination.
 
 Because
one of the parties to the Agreement (the “Objecting Party”) claimed it never
released its signature to the Agreement and has indicated its position that no
binding agreement existed, we were unable to consummate a Business
Combination.  As a result, our amended and restated certificate of
incorporation (the “Amended and Restated Certificate of Incorporation”) requires
us to distribute to holders of shares of our common stock issued in our initial
public offering (“IPO Shares”) all amounts in the trust account (the “Trust
Account”) that we established at the consummation of our initial public offering
(“IPO”) into which a certain amount of the net proceeds of the IPO were
deposited (the “Redemption”). After establishing a reserve for accrued taxes, as
of December 31, 2008, approximately $28,491,250 (approximately $9.91 per IPO
Share) was in the Trust Account available for the Redemption (the “Redemption
Payment”). Our board of directors has determined it to be in the best interests
of our stockholders to (i) continue our corporate existence after the
distribution of our Trust Account, rather than dissolve the Company as required
by our Amended and Restated Certificate of Incorporation, (ii) redeem the IPO
Shares for cash from the Trust Account in an amount per share equal to the
Redemption Payment, and in connection with the Redemption, distribute to holders
of the IPO Shares one share of common stock for every eight IPO Shares redeemed,
and (iii) retain the Company’s current management while the Company evaluates
its options with respect to seeking damages against some of the parties to the
Agreement and the LOI and/or continues to seek acquisition targets or other uses
for the Company. To accomplish these goals, our board of directors believes it
is necessary to modify our Amended and Restated Certificate of Incorporation to
(i) eliminate the blank check company provision which requires us to dissolve
following the distribution of the Trust Account, (ii) adjust our capital
structure to create a new class of common stock called Class A Common Stock, and
(iii) exchange each share of common stock currently held by our initial
stockholders (the “Founder Shares”) for five shares of Class A Common Stock (the
“Class A Shares”).
 
 Accordingly,
the Company intends to call a special meeting of stockholders, to be held at a
time and place yet to be determined, at which you will be asked to consider and
vote on proposals to either amend our Amended and Restated Certificate of
Incorporation to facilitate the aforementioned actions or dissolve and liquidate
the Company upon distribution of the Trust Account to holders of the IPO
Shares.
  3
  Our
executive offices are located at 4 Maskit Street, Herzeliya, Israel 46700 and
our telephone number at that location is 972 9-9500245. We currently have a
website at www.pinpointac.com and consequently we make available on the Internet
materials that we file with or furnish to the Securities and Exchange
Commission.  We will provide electronic or paper copies of such
materials free of charge upon request.
 
 In the
event our stockholders approve the continuation of our existence after the
distribution of the trust account, our principal business objective for the
following 12 months and beyond such time will be to achieve long-term growth
potential through one or more combinations with operating companies or
businesses rather than immediate, short-term earnings.  We will not
restrict our search for potential candidates to companies engaged in any
specific business, industry or geographical location and, thus, may acquire any
type of business.
  The
analysis of new business opportunities has and will be undertaken by or under
the supervision of our officers and directors.  Following our stockholders’
meeting described above and assuming our stockholders approve our continued
existence after the distribution of our trust account, we will have unrestricted
flexibility in seeking, analyzing and participating in potential business
opportunities.  In our efforts to analyze potential target companies or
businesses, we will consider, among others, the following factors:
  (i)
                      Potential
      for growth, indicated by new technology, anticipated market expansion or
      new products;(ii)
                      Competitive
      position as compared to other firms of similar size and experience within
      the relevant industry segment as well as within the industry as a
      whole;(iii)
                      Strength
      and diversity of management, either in place or scheduled for
      recruitment;(iv)
                      Capital
      requirements and anticipated availability of required funds, to be
      provided by us or from operations, through the sale of additional
      securities, through joint ventures or similar arrangements or from other
      sources;(v)
                      The
      cost of participation by us as compared to the perceived tangible and
      intangible values;(vi)
                      The
      extent to which the business opportunities can be
  advanced;(vii)
                      The
      accessibility of required management expertise, personnel, raw materials,
      services, professional assistance and other required items;
      and(viii)
                      Other
      relevant factors that we
identify.
  In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. 
Potentially available business opportunities may occur in many different
industries, and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex.  Due to our limited capital we may not
discover or adequately evaluate adverse facts about any opportunity evaluated
or, ultimately, any transaction consummated.
  4
  Form
of Acquisition
  The
manner in which we participate in an opportunity will depend upon the nature of
the opportunity, our respective needs and desires and the promoters of the
opportunity, and our relative negotiating strength and that of such
promoters.
 
 It is
likely that we will acquire our participation in a business opportunity through
the issuance of our common stock or other securities.  Although the terms
of any such transaction cannot be predicted, it should be noted that in certain
circumstances the criteria for determining whether or not an acquisition is a
so-called “tax free” reorganization under Section 368(a)(l) of the
Internal Revenue Code of 1986, as amended (the “Code”), depends upon whether the
owners of the acquired business own 80% or more of the voting stock of the
surviving entity.  If a transaction were structured to take advantage of
these provisions rather than other “tax free” provisions provided under the
Code, our then-existing stockholders would, in such circumstances retain 20% or
less of the total issued and outstanding shares of the surviving entity. 
Under other circumstances, depending upon the relative negotiating strength of
the parties, our then-existing stockholders may retain substantially less than
20% of the total issued and outstanding shares of the surviving entity. 
This will result in substantial additional dilution to the equity of our
then-existing stockholders.
  If we
were to pursue a “tax-free” reorganization as described above, our then-existing
stockholders would not have control of a majority of our voting shares following
a reorganization transaction.  As part of such a transaction, all or a
majority of our directors may resign and new directors may be appointed without
any vote by our stockholders.
  In the
case of an acquisition of stock or assets not involving a statutory merger or
consolidation directly involving us, the transaction may be accomplished upon
the sole determination of management without any vote or approval by our
stockholders.  In the case of a statutory merger or consolidation directly
involving us, it will likely be necessary to call a stockholders’ meeting and
obtain the approval of the holders of a majority of our outstanding
shares.  The necessity to obtain such stockholder approval may result in
delay and additional expense in the consummation of any proposed transaction and
will also give rise to certain appraisal rights to dissenting
stockholders.  Most likely, management will seek to structure any such
transaction so that no stockholder approval is required.
  It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial costs for third party professionals, accountants, attorneys and
others.  If a decision is made not to participate in a specific business
opportunity, these costs theretofore incurred in the related investigation would
not be recoverable.  Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure to consummate that
transaction may result in our loss of the related costs incurred.
  We
presently have no employees apart from the officers named elsewhere
herein.  Our officers and directors are engaged in outside business
activities and anticipate that they will devote very limited time to our
business until a business opportunity has been identified.  We expect no
significant changes in the number of our employees other than such changes, if
any, incident to a business combination transaction.
  5
 
 Recent
Developments
 
 On April 25, 2007, we consummated our
IPO of 2,500,000 units at a price of $10.00 per unit. Each unit consists of one
share of the Company’s common stock, $.0001 par value per share, and one
redeemable common stock purchase warrant. Each warrant entitles the holder to
purchase from the Company one share of common stock at an exercise price of
$7.50 commencing the later of the completion of a business combination or April
19, 2008 and expiring April 19, 2011.  Immediately prior to the
consummation of our IPO, we consummated the private placement of 1,500,000
warrants at a purchase price of $1.00 per warrant to certain of our officers and
directors.  After deducing the underwriting discounts and commission
and other offering expenses, we deposited $28,366,000 (which includes proceeds
from the private placement and partial exercise of the over-allotment option,
and the deferred underwriting discounts and commissions), of the net proceeds
were deposited into a trust account for our benefit.  In addition, the
first $144,900 of interest earned on the trust account will be used to bring the
amount held in the trust account to $28,480,900 (or approximately $9.91 per
share).  Through December 31, 2008, we have used $1,154,555 of the net
proceeds not deposited into the trust account and of the interest earned on the
trust account to pay for our costs and expenses.  As of December 31,
2008, there was $28,491,250 held in the trust account.
 
 On May 2,
2007, the Company sold an additional 375,000 Units subject to the underwriters’
over allotment option.
 
 On April
25, 2007 our units commenced trading on the OTC Bulletin Board under the symbol
“PPACU”.  Holders of our units were able to separately trade the
common stock and warrants included in such units commencing June 1, 2007 and the
trading in the units has continued under the symbol PPACU. The common stock and
warrants are quoted on the OTC Bulletin Board under the symbols PPAC and PPACW,
respectively.  In the event our stockholders approve the continuation
of our corporate existence after the distribution of the Trust Account, the
units will cease to trade.
 
 On
October 27, 2008, we announced that the Company had entered into an LOI to
effectuate a Business Combination with a privately-held company and negotiated
and the Agreement with respect to the Business Combination.
 
 Because
the Objecting Party claimed it never released its signature to the Agreement and
has indicated its position that no binding agreement currently exists, we were
unable to consummate a Business Combination and therefore Amended and Restated
Certificate of Incorporation requires us to distribute to holders of the IPO
Shares all amounts in the Trust Account that we established at the consummation
of our IPO into which a certain amount of the net proceeds of the IPO were
deposited. After establishing a reserve for accrued taxes, as of December 31,
2008, approximately $28,491,250 (approximately $9.91 per IPO Share) was in the
Trust Account available for the Redemption. Our board of directors has
determined it to be in the best interests of our stockholders to (i) continue
our corporate existence after the Redemption, rather than dissolve the Company
as required by our Amended and Restated Certificate of Incorporation, (ii)
redeem the IPO Shares for cash from the Trust Account in an amount per share
equal to the Redemption Payment, and in connection with the Redemption,
distribute to holders of the IPO Shares one share of common stock for every
eight IPO Shares redeemed, and (iii) retain the Company’s current management
while the Company evaluates its options with respect to seeking damages against
some of the parties to the Agreement and the LOI and/or continues to seek
acquisition targets or other uses for the Company. To accomplish these goals,
our board of directors believes it is necessary to modify our Amended and
Restated Certificate of Incorporation to (i) eliminate the blank check company
provision which requires us to dissolve following the distribution of the Trust
Account, (ii) adjust our capital structure to create a new class of common stock
called Class A Common Stock, and (iii) exchange each Founder Share for five
shares of Class A Shares.
  6
 
 Accordingly,
the Company intends to call a special meeting of stockholders, to be held at a
time and place yet to be determined, at which you will be asked to consider and
vote on proposals to amend our Amended and Restated Certificate of Incorporation
to facilitate the aforementioned actions or dissolve and liquidate the Company
upon distribution of the Trust Account to holders of the IPO
Shares.
  Item
1A. Risk Factors
  Statements
in this annual report on Form 10-K that are not strictly historical in nature
and are forward-looking statements. These statements may include, but are not
limited to, statements about: the timing of the commencement, enrollment, and
completion of our clinical trials for our product candidates; the progress or
success of our product development programs; the status of regulatory approvals
for our product candidates; the timing of product launches; our ability to
protect our intellectual property and operate our business without infringing
upon the intellectual property rights of others; and our estimates for future
performance, anticipated operating losses, future revenues, capital
requirements, and our needs for additional financing. In some cases, you can
identify forward-looking statements by terms such as “anticipates,” “believes,”
“could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” “projects,” “should,” “will,” “would,” “goal,” or other variations
of these terms (including their use in the negative) or by discussions of
strategies, plans or intentions. These statements are only predictions based on
current information and expectations and involve a number of risks and
uncertainties. The under lying information and expectations are likely to change
over time.
  Factors
that could cause actual results to differ materially from what is expressed or
forecasted in our forward-looking statements include, but are not limited to,
the following:
  Risks
Associated With Our Business
  Our
business is difficult to evaluate because we have no operating
history.
  As we
have no operating history or revenue and only minimal assets following the
liquidation of our Trust Account, there is a risk that we will be unable to
continue as a going concern and consummate a business combination
transaction.  We have had no recent operating history nor any revenues or
earnings from operations since inception.  After the distribution of the
Trust Account, we will have no significant assets or financial resources. 
We will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until the consummation of a business combination
transaction.  We cannot assure you that we can identify a suitable business
opportunity and consummate a business combination transaction and, therefore,
our net operating losses may increase significantly.
  Our
business will have no revenues unless and until we execute a business
combination transaction with an operating company or business.
  We are a
development stage shell company and have had no revenues from operations. 
We may not realize any revenues unless and until we successfully execute a
business combination transaction with an operating company or
business.
  7
 
 There
is competition for those private companies suitable for a business combination
transaction of the type contemplated by management.
  We are in
a highly competitive market for a small number of business opportunities which
could reduce the likelihood of consummating a successful business
combination.  We are and will continue to be an insignificant participant
in the business of seeking business combination transactions with small private
and public entities.  A large number of established and well-financed
entities, including small public companies and venture capital firms, are active
in mergers and acquisitions of companies that may be desirable target candidates
for us.  Nearly all these entities have significantly greater financial
resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. 
These competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination transaction.
  Because a
majority of our management's prior business experience has been limited to
segments of the technology industry, they may lack the necessary experience to
consummatean acquisition
with abusiness in other
segments or an alternative industry.
 
 A
significant portion of our management’s prior business experience has been
limited to certain segments of the technology industry, notably software,
telecommunication, media services, IT services, Internet and consumer products.
If we locate an attractive business combination unrelated to these segments of
the technology industry, our management may not have the necessary experience to
adequately assess the merits or risks of the industries or segments in which the
business operates.
 
 We
have no existing agreement for a business combination or other
transaction.
  We have
no arrangement, agreement or understanding with respect to engaging in a
business combination transaction with a private or public entity.  No
assurances can be given that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination
transaction.  Management has not identified any particular industry or
specific business within an industry for evaluation.  We cannot guarantee
that we will be able to negotiate a business combination transaction on
favorable terms, and there is consequently a risk that funds allocated to the
purchase of our shares will not be invested in a company with active business
operations.
 
 The
time and cost of preparing the target to prepare financial statements necessary
to consummate a business combination with us may preclude us from entering into
a business combination transaction with the most attractive target
companies.
  Target
companies that fail to comply with SEC reporting requirements may delay or
preclude a business combination transaction.  Sections 13 and 15(d) of
the Exchange Act require reporting companies to provide certain information
about significant acquisitions, including certified financial statements for the
acquired company, covering one, two, or three years, depending on the relative
size of the acquisition.  The time and additional costs that may be
incurred by some target entities to prepare such statements may significantly
delay or essentially preclude consummation of a business combination
transaction.  Otherwise suitable prospects that do not have or are unable
to obtain the required audited statements may be inappropriate for a business
combination transaction so long as the reporting requirements of the Exchange
Act are applicable.
 
 Any
potential business combination transaction with a foreign company may subject us
to additional risks.
  If we
enter into a business combination transaction with a foreign concern, we will be
subject to risks inherent in business operations outside of the United
States.  These risks include, for example, currency fluctuations,
regulatory problems, punitive tariffs, unstable local tax policies, trade
embargoes, risks related to shipment of raw materials and finished goods across
national borders and cultural and language differences.  Foreign economies
may differ favorably or unfavorably from the United States economy in growth of
gross national product, rate of inflation, market development, rate of savings,
and capital investment, resource self-sufficiency and balance of payments
positions, and in other respects.
  8
 
 Our
stockholders may be held liable for claims by third parties against us to the
extent of distributions received by them.
  Under the
Delaware General Corporation Law, stockholders may be held liable for claims by
third parties against a corporation to the extent of distributions received by
them in a dissolution. If the corporation complies with certain procedures set
forth in Section 280 of the Delaware General Corporation Law intended to ensure
that it makes reasonable provision for all claims against it, including a 60-day
notice period during which any third-party claims can be brought against the
corporation, a 90-day period during which the corporation may reject any claims
brought, and an additional 150-day waiting period before any liquidating
distributions are made to stockholders, any liability of stockholders with
respect to a liquidating distribution is limited to the lesser of such
stockholder’s pro rata share of the claim or the amount distributed to the
stockholder, and any liability of the stockholder would be barred after the
third anniversary of the dissolution. We do not intend to comply with those
procedures in the liquidation of the Trust Account. Because we will not be
complying with Section 280, we will seek stockholder approval to comply with
Section 281(b) of the Delaware General Corporation Law, requiring us to adopt a
plan of dissolution that will provide for our payment, based on facts known to
us at such time, of (i) all existing claims, (ii) all pending claims and (iii)
all claims that may be potentially brought against us within the subsequent 10
years. However, because we are a blank check company, the claims that could be
made against us are significantly limited and the likelihood that any claim that
would result in any liability extending to the trust is minimal. However,
because we will not be complying with Section 280, our public stockholders could
potentially be liable for any claims to the extent of distributions received by
them in a dissolution and any such liability of our stockholders will likely
extend beyond the third anniversary of such dissolution. Accordingly, we cannot
assure you that third parties will not seek to recover from our public
stockholders amounts owed to them by us.
 
 We
may choose to redeem our outstanding warrants at a time that is disadvantageous
to our warrant holders.
 
 Subject
to there being a current prospectus under the Securities Act of 1933 with
respect to the shares of common stock issuable upon exercise of the warrants, we
may redeem the warrants issued as a part of our units at any time after the
warrants become exercisable in whole and not in part, at a price of $.01 per
warrant, upon a minimum of 30 days’ prior written notice of redemption, if and
only if, the last sales price of our common stock equals or exceeds $14.25 per
share for any 20 trading days within a 30 trading day period ending three
business days before we send the notice of redemption. Redemption of the
warrants could force the warrant holders (i) to exercise the warrants and pay
the exercise price thereafter at a time when it may be disadvantageous for the
holders to do so, (ii) to sell the warrants at the then current market price
when they might otherwise wish to hold the warrants, or (iii) to accept the
nominal redemption price which, at the time the warrants are called for
redemption, is likely to be substantially less than the market value of the
warrants. The foregoing does not apply to the 1,500,000 insider warrants
purchased by certain of our officers and directors prior to our IPO, as such
warrants are not subject to redemption while held by the initial holder or any
permitted transferee of such initial holder.
  9
 
 Although
we are required to use our best efforts to have an effective registration
statement covering the issuance of the shares underlying the warrants at the
time that our warrant holders exercise their warrants, we cannot guarantee that
a registration statement will be effective, in which case our warrant holders
may not be able to exercise our warrants.
  Holders
of our warrants will be able to exercise the warrant only if (i) a current
registration statement under the Securities Act of 1933 relating to the shares
of our common stock underlying the warrants is then effective and (ii) such
shares are qualified for sale or exempt from qualification under the applicable
securities law of the states in which the various holders of warrants reside.
Although we have undertaken in the warrant agreement, and therefore have a
contractual obligation, to use our best efforts to maintain a current
registration statement covering the shares underlying the warrants following
completion of our IPO to the extent required by federal securities law, and we
intend to comply with such undertaking, we cannot assure you that we will be
able to do so. In addition, we have agreed to use our reasonable efforts to
register the shares underlying the warrants under the blue sky laws of the
states of residence of the exercising warrant holders, to the extent an
exemption is not available. The value of the warrants may be greatly reduced if
a registration statement covering the shares issuable upon the exercise of the
warrants is not kept current or if the securities are not qualified, or exempt
from qualification, in the states in which the holders of warrants reside.
Holders of warrants who reside in jurisdictions in which the shares underlying
the warrants are not qualified and in which there is no exemption will be unable
to exercise their warrants and would either have to sell their warrants in the
open market or allow them to expire unexercised. If and when the warrants become
redeemable by us, we may exercise our redemption right even if we are unable to
qualify the underlying securities for sale under all applicable state securities
laws.
  Because
the warrants sold in the private placement were originally issued pursuant to an
exemption from the registration requirements under the federal securities laws,
holders of such warrants will be able to exercise their warrants even if, at the
time of exercise, a prospectus relating to the common stock issuable upon
exercise of such warrants is not current. As a result, the holders of the
warrants purchased in the private placement will not have any restrictions with
respect to the exercise of their warrants. As described above, the holders of
the warrants purchased in our IPO will not be able to exercise them unless we
have a current registration statement covering the shares issuable upon their
exercise.
  We
may issue shares of our capital stock or debt securities to complete an
acquisition, which would reduce the equity interest of our stockholders and
likely cause a change in control of our ownership.
  Our
certificate of incorporation authorizes the issuance of up to 20,000,000 shares
of common stock, par value $.0001 per share, and 1,000,000 shares of preferred
stock, par value $.0001 per share.  As of December 31, 2008, there
were 11,875,000 authorized but unissued shares of our common stock available for
issuance (after appropriate reservation for the issuance of shares upon full
exercise of our outstanding warrants and the underwriters’ unit purchase option)
and all of the 1,000,000 shares of preferred stock available for
issuance.  In the event our stockholders approve our proposal to
continue our existence after the distribution of our trust account and the
related proposals presented at the stockholders’ meeting, there would be
11,890,625 authorized but unissued shares of our common stock available for
issuance (after appropriate reservation for the issuance of shares upon full
exercise of our outstanding warrants and the underwriters’ unit purchase option)
and all of the 1,000,000 shares of preferred stock available for
issuance.  Although we have no commitments as of December 31, 2008 to
issue our securities, we may issue a substantial number of additional shares of
our common stock or preferred stock, or a combination of common and preferred
stock, to complete an acquisition. The issuance of additional shares of our
common stock or any number of shares of our preferred stock:
  ·
                        may
      significantly reduce the equity interest of our
      stockholders;·
                        will
      likely cause a change in control if a substantial number of our shares of
      common stock are issued, which may affect, among other things, our ability
      to use our net operating loss carry forwards, if any, and most likely also
      result in the resignation or removal of our present officers and
      directors; and·
                        may
      adversely affect prevailing market prices for our common
      stock.
  10
 
 Additionally,
if we finance the purchase of assets or operations through the issuance of debt
securities, it could result in:
 ·
                            default
      and foreclosure on our assets if our operating revenues after an
      acquisition were insufficient to pay our debt
      obligations;·
                            acceleration
      of our obligations to repay the indebtedness even if we have made all
      principal and interest payments when due if the debt security
      contained covenants that required the maintenance of certain financial
      ratios or reserves and any such covenant were breached without a waiver or
      renegotiation of that covenant;·
                            our
      immediate payment of all principal and accrued interest, if any, if the
      debt security was payable on demand; and·
                            our
      inability to obtain additional financing, if necessary, if the debt
      security contained covenants restricting our ability to obtain additional
      financing while such security was
  outstanding.
  We
may have insufficient resources to cover our operating expenses and the expenses
of consummating an acquisition.
  Following
the distribution of the trust account and assuming our stockholders approve our
continued existence, we will need to obtain additional financing to fund our
operating expenses.  If we do not have sufficient funds available to
fund our expenses, we may be forced to obtain additional financing, either from
our management or the existing stockholders or from third parties. We may not be
able to obtain additional financing and our existing stockholders and management
are not obligated to provide any additional financing. If we do not have
sufficient proceeds and cannot find additional financing, we may be forced to
dissolve and liquidate as part of our stockholder-approved plan of dissolution
and liquidation prior to consummating a business combination.
  Our
ability to effect a business combination and to execute any potential business
plan afterwards will be dependent upon the efforts of our key personnel, some of
whom may join us following a business combination and whom we would have only a
limited ability to evaluate.
  Our
ability to effect a business combination will be totally dependent upon the
efforts of our key personnel. The future role of our key personnel following an
acquisition, however, cannot presently be fully ascertained. Although we expect
most of our management and other key personnel to remain associated with us
following an acquisition, we may employ other personnel following the business
combination. While we intend to closely scrutinize any additional individuals we
engage after a business combination, we cannot assure you that our assessment of
these individuals will prove to be correct. Moreover, our current management
will only be able to remain with the combined company after the consummation of
a business combination if they are able to negotiate terms with the combined
company as part of any such combination. If we acquired a target business in an
all-cash transaction, it would be more likely that current members of management
would remain with us if they chose to do so. If a business combination were
structured as a merger whereby the stockholders of the target company were to
control the combined company following a business combination, it may be less
likely that management would remain with the combined company unless it was
negotiated as part of the transaction via the acquisition agreement, an
employment or consulting agreement or other arrangement. The determination to
remain as officers of the resulting business will be made prior to the
completion of the transaction and will depend upon the appropriateness or
necessity of current management to remain. In making the determination as to
whether current management should remain with us following the business
combination, management will analyze the experience and skill set of the target
business’ management and negotiate as part of the business combination that
certain members of current management remain if it is believed that it is in the
best interests of the combined company post-business combination. If management
negotiates to be retained post-business combination as a condition to any
potential business combination, such negotiations may result in a conflict of
interest.
  11
 
 Other
than their relationship with us, none of our officers or directors has ever been
associated with a blank check company which could adversely affect our ability
to consummate a business combination.
  Other
than their relationship with us, none of our officers or directors has ever been
associated with a blank check company. Accordingly, you may not have sufficient
information with which to evaluate the ability of our management team to
identify and complete a business combination using the proceeds of our IPO and
the private placement. Our management’s limited experience in operating a blank
check company could adversely affect our ability to consummate a business
combination and force us to dissolve and liquidate the trust account to our
public stockholders as part of our stockholder-approved plan of dissolution and
liquidation.
  Our
officers and directors may allocate their time to other businesses thereby
causing conflicts of interest in their determination as to how much time to
devote to our affairs. This could have a negative impact on our ability to
consummate a business combination.
  Our
officers and directors are not required to commit their full time to our
affairs, which may result in a conflict of interest in allocating their time
between our operations and other businesses. We do not intend to have any full
time employees prior to the consummation of a business combination. Each of our
officers are engaged in several other business endeavors and are not obligated
to contribute any specific number of hours per week to our affairs. If our
officers’ other business affairs require them to devote more substantial amounts
of time to such affairs, it could limit their ability to devote time to our
affairs and could have a negative impact on our ability to consummate a business
combination.  We cannot assure you that these conflicts will be
resolved in our favor.
  If
our common stock becomes subject to the SEC’s penny stock rules, broker-dealers
may experience difficulty in completing customer transactions and trading
activity in our securities may be adversely affected.
  After we
distribute the Trust Account, we will have net tangible assets of less than
$5,000,000 and, if our common stock has a market price per share of less than
$5.00, transactions in our common stock may be subject to the “penny stock”
rules promulgated under the Securities Exchange Act of 1934, as amended. Under
these rules, broker-dealers who recommend such securities to persons other than
institutional accredited investors must:
 ·
                            make
      a special written suitability determination for the
      purchaser;·
                            receive
      the purchaser’s written agreement to a transaction prior to
      sale;·
                            provide
      the purchaser with risk disclosure documents which identify certain risks
      associated with investing in “penny stocks” and which describe the market
      for these “penny stocks” as well as a purchaser’s legal remedies;
      and·
                            obtain
      a signed and dated acknowledgment from the purchaser demonstrating that
      the purchaser has actually received the required risk disclosure document
      before a transaction in a “penny stock” can be
      completed.
  12
 
 If our
common stock becomes subject to these rules, broker-dealers may find it
difficult to effectuate customer transactions and trading activity in our
securities may be adversely affected. As a result, the market price of our
securities may be depressed, and you may find it more difficult to sell our
securities.
  We
may be unable to obtain additional financing, if required, to complete a
business combination or to fund the operations and growth of the target
business, which could compel us to restructure the transaction or abandon a
particular business combination.
 
 If our
stockholders approve our continued existence, we will be required to seek
additional financing to fund our operations. We cannot assure you that such
financing would be available on acceptable terms, if at all. To the extent that
additional financing proves to be unavailable when needed to consummate a
particular business combination, we would be compelled to restructure the
transaction or abandon that particular business combination and seek an
alternative target business candidate. In addition, if we consummate a business
combination, we may require additional financing to fund the operations or
growth of the target business. The failure to secure additional financing could
have a material adverse effect on the continued development or growth of the
target business. None of our officers, directors or stockholders is required to
provide any financing to us in connection with or after a business
combination.
  Our
officers and directors currently own shares of our common stock and thus may
influence certain actions requiring a stockholder vote.
  Our
officers and directors collectively own 20% of our issued and outstanding common
stock.  In the event our stockholders approve our continued existence
following the distribution of the trust account and the related proposals
presented at our stockholders’ meeting, our officers and directors will
collectively own 90% of our issued and outstanding common stock.  This
ownership interest, together with any other acquisitions of our shares of common
stock (or warrants which are subsequently exercised), could allow our officers
or directors to influence the outcome of matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions after completion of our initial business combination. The interests
of our officers or directors and your interests may not always align and taking
actions which require approval of a majority of our stockholders, such as
selling our company, may be more difficult to accomplish.
 
 If
our existing stockholders (including those officers and directors who have
purchased warrants in the private placement) exercise their registration rights,
it may have an adverse effect on the market price our common stock and the
existence of these rights may make it more difficult to effect a business
combination.
  Our
existing stockholders, including our officers and directors who have purchased
warrants in the private placement, are entitled to require us to register the
resale of such warrants as well as their shares of common stock at any time
after the date on which their shares are released from escrow. If such existing
stockholders exercise their registration rights with respect to all of their
shares of common stock (including those 1,500,000 shares of common stock
issuable upon exercise of warrants included as part of the insider warrants),
then there will be an additional 2,125,000 shares of common stock eligible for
trading in the public market and we will bear the costs of registering such
securities. The presence of this additional number of shares of common stock
eligible for trading in the public market may have an adverse effect on the
market price of our common stock. In addition, the existence of these rights may
make it more difficult to effectuate a business combination or increase the cost
of the target business, as the stockholders of the target business may be
discouraged from entering into a business combination with us or will request a
higher price for their securities as a result of these registration rights and
the potential future effect their exercise may have on the trading market for
our common stock.
  13
 
 Our
securities are quoted on the OTC Bulletin Board, which limits the liquidity and
price of our securities more than if our securities were quoted or listed on the
Nasdaq Stock Market or a national exchange.
 
 Our
securities are quoted on the OTC Bulletin Board, a FINRA-sponsored and operated
inter-dealer automated quotation system for equity securities not included in
the Nasdaq Stock Market. Quotation of our securities on the OTC Bulletin Board
limits the liquidity and price of our securities more than if our securities
were quoted or listed on The Nasdaq Stock Market or a national exchange. Lack of
liquidity limits the price at which you may be able to sell our securities or
your ability to sell our securities at all.
 
 Item
1B.                   Unresolved
Staff Comments.
 
 Not
applicable.
 
 Item
2.                      Properties.
  
 Until
October 25, 2008, the 18 month anniversary of the completion of our IPO, we
leased office space at which we maintain our executive offices at 4 Maskit
Street, Herzeliya, Israel. The costs for this space was included in the $7,500
per-month fee New Pole Ltd., an affiliate of Ronen Zadok, our Chief Financial
Officer, charged us for general and administrative services.  After
October 25, 2008 and until December 31, 2008, New Pole Ltd. continued to permit
our use of such space, and to provide us with general and administrative
services, upon the same terms and conditions.  Currently, New Pole
Ltd. permits our continued use of this space and provides general and
administrative services free of charge.  We consider our current
office space adequate for our current operations.
  Item
3.                      Legal
Proceedings.
  To the
knowledge of our management, there is no litigation currently pending or
threatened against us or any of our property.
  14
 Item
      4.
                Submission
      of Matters to a Vote of Security
Holders.
  None.
  PART
II
  Item
      5.
              Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities.
  Market
Information
  Our
common stock, warrants and units are each traded on the OTC Bulletin Board under
the symbols PPAC, PPACW and PPACU, respectively.  Our units commenced
public trading on April 25, 2007, and our common stock and warrants commenced
public trading on June 1, 2007.
  The
following tables set forth, for the calendar quarter indicated, the quarterly
high and low sales price for the Company’s units, common stock and warrants,
respectively, as reported on the OTC Bulletin Board.  The quotations
merely reflect the prices at which transactions were proposed, and do not
necessarily represent actual transactions.
 
 OTC
      Bulletin BoardPinpoint
      Advance
                    Corp.
                    Common Stock
                  
                  
                  Pinpoint
      Advance
                    Corp.
      Warrants
                  
                  
                  Pinpoint
      Advance
                    Corp.
                    UnitsHigh
                  
                  
                  Low
                  
                  
                  High
                  
                  
                  Low
                  
                  
                  High
                  
                  
                  LowQuarter
      ended December 31, 2008
                  
                  $
                  9.76
                  
                  
                  $
                  9.28
                  
                  
                  $
                  0.16
                  
                  
                  $
                  0.0005
                  
                  
                  $
                  10.105
                  
                  
                  $
                  9.49Quarter
      ended September 30, 2008
                  
                  $
                  9.65
                  
                  
                  $
                  9.28
                  
                  
                  $
                  0.36
                  
                  
                  $
                  0.27
                  
                  
                  $
                  9.92
                  
                  
                  $
                  9.73Quarter
      ended June 30, 2008
                  
                  $
                  9.60
                  
                  
                  $
                  9.15
                  
                  
                  $
                  0.50
                  
                  
                  $
                  0.35
                  
                  
                  $
                  9.85
                  
                  
                  $
                  9.70Quarter
      ended March 31, 2008
                  
                  $
                  9.25
                  
                  
                  $
                  9.15
                  
                  
                  $
                  0.80
                  
                  
                  $
                  0.50
                  
                  
                  $
                  10.00
                  
                  
                  $
                  9.70Quarter
      ended December 31, 2007
                  
                  $
                  9.33
                  
                  
                  $
                  9.24
                  
                  
                  $
                  0.94
                  
                  
                  $
                  0.80
                  
                  
                  $
                  10.20
                  
                  
                  $
                  10.00Quarter
      ended September 30, 2007
                  
                  $
                  9.32
                  
                  
                  $
                  9.13
                  
                  
                  $
                  1.18
                  
                  
                  $
                  0.72
                  
                  
                  $
                  10.40
                  
                  
                  $
                  9.71Quarter
      ended June 30, 2007 (from April 25, 2007)
                  
                  $
                  9.13
                  
                  
                  $
                  9.13
                  
                  
                  $
                  1.36
                  
                  
                  $
                  1.14
                  
                  
                  $
                  10.50
                  
                  
                  $
                  10.00
  On March
30, 2009, the closing prices of our common stock, units and warrants were $9.84,
$10.10 and $0, respectively.
  Holders
 
 On March
30, 2009, there were seven holders of record of our common stock, one holder of
our units and five holders of our warrants.
 
 Dividends
 
 We have
not paid any dividends on our common stock to date and do not intend to pay
dividends prior to the completion of a business combination. The payment of
dividends in the future will be contingent upon our revenues and earnings, if
any, capital requirements and general financial condition subsequent to
completion of a business combination.  The payment of any dividends
subsequent to a business combination will be within the discretion of the board
of directors.  It is the present intention of our board of directors
to retain all earnings, if any, for use in our business operations and,
accordingly, our board does not anticipate declaring any dividends in the
foreseeable future.
  15
 
 Securities
Authorized for Issuance Under Equity Compensation Plans
 
 None.
 
 Repurchases
of Equity Securities
 
 None.
 Item
      6.
                Selected
      Financial Data
 Not applicable.
  Item
      7.
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
 
 The
following discussion should be read in conjunction with the Company’s Financial
Statements and footnotes thereto contained in this report.
 
 Overview
 
 We were
formed as a blank check company on September 6, 2006 for the purpose of
acquiring, merging with, engaging in a capital stock exchange with, purchasing
all or substantially all of the assets of, or engaging in any other similar
business combination with a business that has operations or facilities located
in Israel or which is a company operating outside of Israel, which management
believes would benefit from establishing operations or facilities in Israel,
preferably in the technology sector.
 
 Termination
of Merger
 
 On
October 27, 2008, Pinpoint announced it had entered into an LOI to effectuate a
Business Combination with a privately-held company and negotiated and executed
the Agreement with respect to the Business Combination. The Company believes a
binding, definitive agreement was executed by all parties and is currently
reviewing all available legal options.
 
 Because
one of the largest shareholders of the company with which we were seeking to
effectuate the Business Combination claimed it never released its signature to
the Agreement, and has indicated its position that no binding agreement
currently exists, we were unable to consummate a Business Combination and
therefore our Amended and Restated Certificate of Incorporation requires us to
distribute to holders of shares of our IPO Shares all amounts in the Trust
Account that we established at the consummation of our IPO and into which a
certain amount of the net proceeds of the IPO were deposited.
 
 Results
of Operations
 
 Net
income (Loss) of $(387,073) and $397,249 reported for the year ended December
31, 2008 and 2007 respectively, consists primarily of $806,717 of expenses for
administrative services, $43,775 for franchise taxes and $4,397 for federal
income taxes. Interest on the trust account was $467,816.
  16
 
 Gross
proceeds from the IPO were $30,250,000 (including the over-allotment option and
warrants sold privately). We paid a total of $1,349,900 in underwriting
discounts and commissions, and approximately $449,000 was paid for costs and
expenses related to the IPO. After deducting the underwriting discounts and
commissions and the offering expenses, the total net proceeds to us from the IPO
were approximately $28,451,000, of which $28,366,000 was deposited into the
trust account. The remaining proceeds are available to be used by us to provide
for business, legal and accounting due diligence on prospective acquisitions and
continuing general and administrative expenses.
 
 Commencing
on April 19, 2007 and terminating at the eighteen month anniversary of our IPO
in October 2008, we began incurring a fee from New Pole Ltd., an affiliate of
Ronen Zadok, our chief financial officer, of $7,500 per month for providing us
with office space and certain general and administrative services. In addition,
Mr. Zadok advanced $151,210 to us for payment on our behalf of IPO expenses.
This amount was repaid following the IPO from the net proceeds of the
IPO.
 
 Liquidity
and Capital Resources
 
 As of
December 31, 2008, we had approximately $46,073 of cash available for general
corporate purposes and $28,491,250 of cash held in trust. The cash and cash held
in trust were generated by the proceeds from the IPO of approximately
$28,750,000, the proceeds of the sale of founder securities of $1,500,000, and
$1,365,361 of interest earned on the funds since the IPO.
 
 We placed
$28,491,250 of the net proceeds from the IPO of our units and sale of founder
securities in trust and the remaining amount was held outside of the Trust
Account. As of December 31, 2008, we believe our remaining balance of $46,073
available for general corporate purposes is sufficient to allow us to return the
funds held in the Trust Account to our public stockholders as soon as reasonably
practicable.
 
 If third
parties make claims against us, the proceeds held in the Trust Account could be
subject to those claims, resulting in a further reduction to the per share
liquidation price. Under Delaware law, our stockholders who have received
distributions from us may be held liable for claims by third parties to the
extent such claims are not been paid by us. Furthermore, our warrants would
expire worthless if we liquidate before the completion of a business
combination.  However, in the event our public stockholders approve
the continuation of our corporate existence following the liquidation of our
Trust Account, the warrants issued in the Company’s IPO will remain outstanding
in accordance with their terms and will become exercisable upon the consummation
of any business combination following stockholder approval of the continuation
of our corporate existence.
 
 In
connection with the IPO, Maxim Group LLC had agreed to defer payment of the
remaining three percent (3%) of the gross proceeds ($862,500) until completion
of a business combination. The 3% deferred fee will become part of the funds
returned to our public stockholders from the trust account upon the distribution
of the trust account to our public stockholders.
 
 Other
than contractual obligations incurred in the ordinary course of business, we do
not have any other long-term contractual obligations.
  17
 
 Critical
Accounting Policies
 
 Our
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States. These generally accepted accounting
principles require management to make estimates and assumptions that affect the
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 revenues and expenses during the reporting period. Actual results could
differ from those estimates. Our significant accounting policies are described
in the notes to the consolidated financial statements included in this report.
Judgments and estimates of uncertainties are required in applying our accounting
policies in many areas. Management has discussed the development and selection
of these policies with the Company’s Board of Directors and the Board of
Directors has reviewed the Company’s disclosures of these policies. There have
been no material changes to the critical accounting policies or estimates
reported in the Management’s Discussion and Analysis section of the audited
financial statements for the year ended December 31, 2008 as filed with the
Securities and Exchange Commission.
 
 Recent
Accounting Pronouncements
 
 Effective
January 1, 2008, we adopted the provisions of Statement of Financial Accounting
Standards No. 157 (“SFAS 157”), “Fair Value Measurements” for financial assets
and liabilities, as well as any other assets and liabilities that are carried at
fair value on a recurring basis in the financial statements. SFAS 157 defines
fair value, establishes a framework for measuring fair value and expands
disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements, the
Financial Accounting Standards Board (“FASB”) having previously concluded in
those accounting pronouncements that fair value is the relevant measurement
attribute. Accordingly, SFAS 157 does not require any new fair value
measurements. There was no impact to our condensed consolidated financial
statements upon adoption of SFAS 157. On February 12, 2008, the FASB issued FASB
staff position No. FAS 157-2, “Effective Date of FASB Statement 157” which
defers the provisions of SFAS 157 for nonfinancial assets and liabilities to the
first fiscal period beginning after November 15, 2008. We are required to adopt
SFAS 157 for nonfinancial assets and liabilities in the first quarter of fiscal
2009. Currently, we do not have any non-financial assets or liabilities that are
required to be measured at fair value on a recurring basis.
 
 Effective
January 1, 2008, we adopted Statement of Financial Accounting Standards No. 159
(“SFAS 159”), “The Fair Value Option for Financial Assets and Financial
Liabilities.” SFAS 159 permits entities to choose to measure many financial
instruments and certain other items at fair value. We did not elect the fair
value reporting option for any assets and liabilities not previously recorded at
fair value and accordingly, the adoption of SFAS 159 did not have an impact on
our condensed consolidated financial statements.
 
 In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” SFAS 162 identifies the sources of accounting principles
and the framework for selecting the principles to be used in the preparation of
financial statements of nongovernmental entities that are presented in
conformity with generally accepted accounting principles in the United States.
It is effective 60 days following the SEC’s approval of the Public Company
Oversignt Board Amendments to AU Section 411, “The Meaning of Present Fairly in
Conformity with Generally Accepted Accounting Principles”. The adoption of this
statement is not expected to have a material effect on the Company’s financial
position, statement of operations or cash flows.
 
 Off-Balance
Sheet Arrangements
 
 As of
December 31, 2008, there were no off-balance sheet arrangements as defined in
Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of
1934.
  18
 
 Contractual
Obligations
 
 We do not
have any long term debt, capital lease obligations, operating lease obligations,
purchase obligations or other long term liabilities.  We entered into
a Service Agreement with New Pole Ltd., requiring us to pay $7,500 per
month.  The agreement terminated on the eighteen month anniversary of
our IPO in October 2008.  However, New Pole Ltd. continued to permit
our use of our office space and provided general and administrative services
upon the same terms and conditions until December 2008.  Currently,
New Pole Ltd. permits our continued use of this free of charge.
 
 Other
than contractual obligations incurred in the ordinary course of business, we do
not have any other long-term contractual obligations.
  Item
7A.                   Quantitative
and Qualitative Disclosure about Market Risk
  Not applicable.
  Item
8.                      Financial
Statements and Supplementary Data
  Reference
is made to our financial statements beginning on page F-1 of this
report.
  Item
      9.
              Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
  None.
  Item
      9A.
              Controls
      and Procedures
 
 Disclosure
Controls and Procedures
 
 As of the
end of the period covered by this annual report on Form 10-K, our chief
executive officer and chief financial officer conducted an evaluation of our
disclosure controls and procedures (as defined in Rules 13a-15(e) of the
Securities Exchange Act). Based upon this evaluation, our chief executive
officer and chief financial officer concluded that our disclosure controls and
procedures are effective in timely alerting them of any material information
relating to us that is required to be disclosed by us in the reports we file or
submit under the Securities Exchange Act.
 
 Management’s
Report on Internal Control over Financial Reporting
 
 The Company’s management is responsible
for establishing and maintaining adequate internal control over financial
reporting. The Company's internal control over financial reporting is a process
designed under the supervision of its Chief Executive Officer and Chief
Financial Officer to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the Company's financial statements
for external reporting in accordance with accounting principles generally
accepted in the United States of America. Management evaluates the effectiveness
of the Company’s internal control over financial reporting using the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control —Integrated Framework. Management, under
the supervision and with the participation of the Company's Chief Executive
Officer and Chief Financial Officer, assessed the effectiveness of the Company's
internal control over financial reporting as of December 31, 2008 and concluded
that it is effective.
  19
 
 Changes
in Internal Controls
 
 During
the period covered by this report, there have been no significant changes in our
internal control over financial reporting (as defined in Rule 13-15(f) of the
Securities Exchange Act) that have materially affected, or are reasonably likely
to materially affect, our internal control over financial
reporting.
 
 Item
9B.  Other Information.
 
 None.
 
 PART
III
 
 Item
10.  Directors, Executive Officers and Corporate
Governance.
 
 Directors
and Executive Officers
  Our
current directors and executive officers are listed below. None of such persons
are, or have been, involved with any other blank check companies.
  Name
                  
                  Age
                  
                  PositionAdiv
      Baruch
                  
                  47
                  
                  President,
      Chief Executive Officer and DirectorJacob
      Perry
                  
                  65
                  
                  Chairman
      of the Board of DirectorsRonen
      Zadok
                  
                  49
                  
                  Chief
      Financial Officer, Secretary and DirectorYoav
      Schwalb
                  
                  49
                  
                  DirectorYaron
      Schwalb
                  
                  45
                  
                  Chief
      Technology Officer and
Director
  Mr. Adiv Baruch has been our
President, Chief Executive Officer and a Director since inception. Since
February 2004, he has been a director, and from January 1, 2004 until November
2006, he served as the President and CEO, of B.O.S., a company publicly traded
on both NASDAQ and the Tel Aviv Stock Exchange (BOSC). Through its wholly owned
subsidiaries, B.O.S. delivers connectivity from IBM iSeries computers to
personal computers and mobile devices and provides solutions in RFID,
semiconductors, electronic components, CCD, imaging, networking, telecom and
automation. From 1999 to 2003, he served as Executive Vice President, Business
Development of Ness Technologies (NASDAQ: NSTC), an international provider of
comprehensive end-to-end IT services and solutions. Ness offers a unique global
delivery model of innovative, high-quality, value-added services that enable
organizations to attain sustainable competitive advantage. He has served as
founder and an executive or director for several information technology
companies and Internet start-ups. Mr. Baruch is actively involved as the
chairman of The Israel Export and International Cooperation Institute, Hi-Tech
and Telecom Division, and a board member of the IEIC. Mr. Baruch serves as a
director in several public and private companies, including Maayan Ltd. (one of
the first public Israeli technology incubators), Rabintex Industries Ltd, an
international leading manufacturer of personal protection equipment and armored
systems and Tapuz, the Israeli community and mobile portal, all of which are
public traded companies listed on the Tel Aviv Stock Exchange. He is also a
director of Win Gaming Media, Inc., which is quoted on the OTC Bulletin Board
under the symbol WGMI. Win Gaming Media, Inc. is a software and technology
developer and provider to companies that service the interactive gaming
industry, delivering cross-platform systems that are built for mass
participation gaming over mobile devices, TV and the internet. Mr. Baruch has a
B.Sc. in Information Systems and Industrial Engineering from the Technion -
Israel Institute of Technology.  He is also Chairman of Mate Video
Analytics.  Since 2004 he has been a partner in Signum
Ltd.
  20
 
 Mr. Jacob Perry has been
the chairman of our board of directors since September 27, 2006. He has been
Chairman of the Board of Directors of Bank Mizrahi Tefahot since 2003. Mr. Perry
has been a member of the Board of Directors of Magal Security Fences since 2003.
From 2003 to 2006, he was Chairman of the Board of Lipman Engineering, a company
focused on transaction solutions. On April 2, 1995, Mr. Perry was named
President and CEO of Cellcom Israel Ltd., which received Israel’s second license
for the operation of a cellular network. Cellcom began operations on December
24, 1994, six months after obtaining its license. Under Mr. Perry’s leadership,
Cellcom became one of the leaders in Israel's cellular market, offering a
variety of network services. By the time of Mr. Perry’s departure in December,
2002, Cellcom was widely regarded as one of the leading companies in the Israeli
economy, with 4,000 employees, a 41% market share and approximately 2.5 million
subscribers. In 2001, Cellcom had more than $1 billion in revenues, with a net
profit of approximately $125 million. From 1966 through 1995, Mr. Perry served
in various capacities in Israel’s General Security Service (GSS), including
commander, deputy chief and Director. He was appointed Director of the GSS in
April 1988 by then Prime Minister Yitzhak Shamir and served in such capacity
until March 1, 1995. As Director, he was responsible for command of the security
establishment for the State of Israel, both domestically and internationally. As
Director, he managed thousands of employees at various levels of operations and
had primary oversight of intelligence and research systems, human resources and
technologies. As Director, he reported directly to the Prime Minister, as well
as other relevant Israeli government ministers and officials. He received a B.A.
in Oriental Studies and History of the Jewish People from the Hebrew University
of Jerusalem and Tel-Aviv University and graduated from the AMP115 program from
Harvard Business School, focusing on budget and finance management and
marketing.
 
 Mr. Ronen Zadok has been our
Chief Financial Officer, Secretary and Director since inception. Since October
1999 to 2005 he has been a managing partner in Signum Ltd., a privately held
company focusing on turnaround management services for corporations. Currently,
he is a Director in Win Gaming Media, Inc. (OTCBB: ZFPI) and Applisonix, a
listed company on the Tel Aviv Stock Exchange (TASE: APLS). He is also a
managing partner of New Pole Ltd., a newly formed, privately held investment
company and, since 2005, a director of SiMetra Farm Ltd., an Israeli biotech
company. From October 2002 to May 2004, he was a director of Ness Technologies
(NASDAQ: NSTC). From 1995 to October 1999, Mr. Zadok was CEO and a Director of
Clal-Ipex, a joint venture company with Clal (Israel's largest conglomerate at
that time), specializing in IT professional and outsourcing services. From July
1992 to 1995, Mr. Zadok was the CFO and Co-Founder of Ipex Israel Ltd., a
software and IT services company which was acquired by Ness Technologies. From
1990 to 1992, Mr. Zadok was Director of Marketing - financial services for Ipex
ITG Australia, an IT products, services and outsourcing company. Mr. Zadok holds
a B.A. in Economics and Business Administration, a B.A. in accounting and an MBA
in finance and accounting, all from Tel Aviv University.
 
 Mr. Yoav Schwalb has been a
Director of our company since inception. From February 2004 to February 2005, he
served as a director of Volante (recently acquired by Commander Communications)
(ASX: CDR), one of Australia's largest information technology providers. Mr.
Schwalb has been a director of SiMetra Farm Ltd., an Israeli biotech company,
since 2006. From October 2002 through February 2004, Mr. Schwalb was an
Executive Vice President of Ipex ITG Australia, leading the business development
unit. In such capacity, Mr. Schwalb was charged with overall control of sales
and marketing as well as the development and initiation of new business areas.
From October 1999 to February 2002, he served as a Director of Ness Technologies
(NASDAQ: NSTC). From October 1993 to October 1999, Mr. Schwalb served as the CEO
and Director of Ipex Israel Ltd., an Israeli high-tech company (which later
merged with Ness Technologies). Yoav Schwalb is the brother of Yaron Schwalb,
our Chief Technology Officer and a director.
  21
 
 Mr. Yaron Schwalb has been our
Chief Technology Officer and a Director since inception. Mr. Schwalb has been a
director of SiMetra Farm Ltd., an Israeli biotech company, since 2006. From
February 2004 to September 2005, Mr. Schwalb was CTO and Technical Director of
the Ipex division of Volante (AMEX: VGL), one of Australia's largest information
technology providers. From 2006, he has served as a partner of New Pole Ltd., a
newly formed, privately held investment company. From 1985 to 2004, he was
co-founder and CTO of Ipex ITG Australia. Mr. Schwalb received his B.Com from
Melbourne University (Australia). Yaron Schwalb is the brother of Yoav Schwalb,
a director of our company.
 
 Number
and Terms of Office of Directors.
 
 Our board
of directors is divided into two classes with only one class of directors being
elected in each year and each class serving a two-year term. The term of office
of the first class of directors, consisting of Messrs. Yaron Schwalb and
Yoav Schwalb, will expire at our first annual meeting of stockholders. The term
of office of the second class of directors, consisting of Messrs. Perry,
Baruch and Zadok, will expire at the second annual meeting.  In the
event our stockholders approve the continuation of our corporate existence and
approve amendments to our Amended and Restated Certificate of Incorporation, the
board of directors would no longer be divided into two classes.
 
 None of
these individuals has been a principal of or affiliated with a public company or
blank check company that executed a business plan similar to our business plan
and none of these individuals is currently affiliated with such an
entity.
 
 Section
16(a) Beneficial Ownership Reporting Compliance.
 
 Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our officers,
directors and persons who beneficially own more than ten percent of our common
stock to file reports of ownership and changes in ownership with the SEC. These
reporting persons are also required to furnish us with copies of all Section
16(a) forms they file.
 
 To our
knowledge, based solely upon our review of the copies of such reports furnished
to us, we believe that all of our officers, directors and greater than ten
percent stockholders have complied with the applicable Section 16(a) reporting
requirements in a timely manner.
 
 Board
Committees.
 
 Our board
of directors in its entirety will act as the audit committee and compensation
committee.  We may to establish an audit committee and a compensation
committee upon consummation of a business combination. At that time our board of
directors intends to adopt charters for these committees. Prior to such time we
do not intend to establish either one. Accordingly, there will not be a separate
committee comprised of some members of our board of directors with specialized
accounting and financial knowledge to meet, analyze and discuss solely financial
matters concerning potential target businesses. We do not feel a compensation
committee is necessary prior to a business combination as there is no salary,
fees or other compensation being paid to our officers or directors prior to a
business combination other than as disclosed in this prospectus.
 
 Code
of Conduct.
 
 We have
adopted a code of conduct and ethics applicable to our directors, officers and
employees in accordance with applicable federal securities laws.  We
have filed copies of our code of ethics and committee charters as an exhibit to
our registration statement on Form S-1, which we filed with the Securities and
Exchange Commission on October 20, 2006.  This document may be
reviewed by accessing such filing at the SEC Web site at
www.sec.gov.  In addition, a copy of the code of ethics shall be
provided without charge upon request to us.
  22





Item
11. Executive Compensation.





All of
the current members of the Company’s board of directors and management are
expected to continue to serve in their current positions following the
liquidation of our trust account to our public stockholders and the approval of
the proposal to amend our certificate of incorporation to permit our continued
existence.  While the Company’s officers and directors do not
currently receive any compensation for services rendered to the Company, the
Company has made no determinations regarding compensation for its directors or
officers following stockholder approval of the Amendment Proposal and the Trust
Account distribution.





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




The
following table sets forth information regarding the beneficial ownership of our
common stock as of March 30, 2009, based on information obtained from the
persons named below, with respect to the beneficial ownership of shares of our
common stock by:




•
            each
      person known by us to be the beneficial owner of more than 5% of our
      outstanding sharesof
      common stock;•
            each
      of our officers and directors; and


•
            all
      our officers and directors as a
group.





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





Beneficial
Ownership of Securities





Name
      and Address of Beneficial Owner (1)
              
              No. of Shares (2)
              
              
              Percentage of Common Stock (3)Ronen
      Zadok
              
              
              140,625
              
              
              
              4.02
              %Adiv
      Baruch
              
              
              140,625
              
              
              
              4.02
              %Yaron
      Schwalb
              
              
              140,625
              
              
              
              4.02
              %Yoav
      Schwalb
              
              
              140,625
              
              
              
              4.20
              %Jacob
      Perry
              
              
              62,500
              
              
              
              1.79
              %Bulldog
      Investors (4)
              
              
              408,675
              
              
              
              11.68
              %Fir
      Tree, Inc. (5)
              
              
              241,000
              
              
              
              6.90
              %Pacific
      Assets Management, LLC (6)
              
              
              304,700
              
              
              
              8.71
              %QVT
      Financial LP (7)
              
              
              200,000
              
              
              
              5.71
              %Andrew
      M. Weiss, Ph.D. (8)
              
              
              178,965
              
              
              
              5.11
              %All
      directors and executive officers as a group
      (5 individuals)
              
              
              625,000
              
              
              
              17.86
              %




23




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





(2)
            Unless
      otherwise indicated, all ownership is direct beneficial
      ownership.





(3)
            The
      percentage ownership before and after the public offering of our stock for
      all executive officers and directors does not include the shares of common
      stock underlying the insider warrants sold in the private
      placement.  Assumes that that none of the (a) 2,875,000 Warrants
      to purchase shares of our common stock included in the Company’s IPO units
      were exercised and (b) none of the 1,500,000 warrants to purchase shares
      of our common stock sold to our directors as described were
      exercised.





(4)
            Phillip
      Goldstein and Andrew Dakos are principals of Bulldog
      Investors.  Bulldog Investors has the sole power to vote 316,450
      shares of the 408,675 common stock and shared voting power of the
      remaining 92,225 shares.  Bulldog Investors has sole dispositive
      power over the entire 408,675 shares of common
  stock.





(5)
            Fir
      Tree, Inc. (“Fir Tree”) is the investment manager for Fir Tree SPAC
      Holdings 2, LLC (“SPAC 2”), which beneficially owns 241,000 shares of
      common stock.  Fir Tree SPAC Master Fund, L.P. (“Master Fund”)
      is the sole member of SPAC 2.  SPAC 2 may direct the vote and
      disposition of the common stock and Fir Tree has been granted investment
      discretion over the common stock held by SPAC 2.  Master Fund
      has the right to receive dividends from and the proceeds from the sale of
      the common stock held by SPAC 2.





(6)
            Pacific
      Assets Management, LLC (“PAM”) is the investment advisor to JMG Triton
      Offshore Fund, Ltd. (the “Fund”), which has the right to receive and the
      power to direct the receipt of dividends from, or the proceeds from the
      sale of, 304,700 shares of common stock.  Pacific Capital
      Management, Inc. (“PCM”) is a member of the Fund and each of Messrs.
      Jonathan M. Glaser, Daniel Albert David and Roger Richter (collectively
      with PAM, the Fund and PCM, the “Filers”) are control persons of PAM and
      PCM.  The Filers share voting and dispositive power over the
      common stock.  The address of PAM, PCM and Messrs. David and
      Richter is 100 Drakes Landing, Suite 207, Greenbrae, California
      94904.  The address of the Fund is Ogier Fiduciary Services
      (BVI) Ltd., Nemours Chambers, P.O. Box 3170, Road Town, Tortola, BVI
      VG1110.  The address of Mr. Glaser is 11601 Wishire Boulevard,
      Suite 2180, Los Angeles, California
90025.





(7)
            QVT
      Financial LP (“QVT Financial”) is the investment manager for QVT Fund LP
      (the “Fund”), which beneficially owns 179,728 shares of common stock, and
      for Quintessence Fund L.P. (“Quintessence”), which beneficially owns
      20,272 shares of common stock.  QVT Financial has the power to
      direct the vote and disposition of the common stock held by the Fund and
      Quintessence.  Accordingly, QVT Financial may be deemed to be
      the beneficial owner of an aggregate amount of 200,000 shares of common
      stock, consisting of the shares owned by the Fund and
      Quintessence.  QVT Financial GP LLC, as general partner of QVT
      Financial, may be deemed to beneficially own the same number of shares of
      common stock as QVT Financial.  QVT Associates GP LLC, as
      general partner of the Fund and Quintessence, may be deemed to
      beneficially own the aggregate number of shares of common stock owned by
      the Fund and Quintessence.  Each of QVT Financial and QVT
      Financial GP LLC disclaims beneficial ownership of the shares of common
      stock held by the Fund and Quintessence.  QVT Associates GP LLC
      disclaims beneficially ownership of all shares of common stock owned by
      the Fund or Quintessence, except to the extent of its pecuniary interest
      therein.  The address for QVT Financial, QVT Financial GP LLC
      and QVT Associates GP LLC is 1177 Avenue of the Americas, 9th
      Floor, New York, New York 10036.  The address for QVT Fund LP is
      Walkers SPV, Walkers House, Mary Street, George Town, Grand Cayman
      KY1-9002, Cayman Islands.




24




(8)
            Andrew
      M. Weiss, Ph.D. is the managing member of Weiss Asset Management LLC
      (“WAM”), which is the sole general partner of a private investment
      partnership that holds 125,276 shares of common stock.  Dr.
      Weiss is also the managing member of Weiss Capital LLC (“WC”), which is
      sole investment manager of a private investment corporation that holds
      53,689 shares of common stock.  Dr. Weiss disclaims beneficial
      ownership of the shares except to the extent of his pecuniary interest
      therein.





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





Immediately
after our IPO, our existing stockholders, which include all of our officers and
directors, collectively, beneficially owned 20.0% of the then issued and
outstanding shares of our common stock. If our stockholders approve our
continued corporate existence and approve the amendments to our Amended and
Restated Certificate of Incorporation, our executive officers and directors and
their affiliates who purchased or received shares of our common stock prior to
our IPO, will increase their beneficial ownership from 20%
to approximately 90% and the aggregate percentage of the Company’s outstanding
common stock owned by all other stockholders will decrease from 80% to
approximately 10%. Because of this ownership block, these stockholders may be
able to effectively influence the outcome of all matters requiring approval by
our stockholders, including the election of directors and approval of
significant corporate transactions other than approval of a business
combination.





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





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





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





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




25





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





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




Ronen
Zadok, our chief financial officer, secretary and a director, loaned us a total
of $118,000 prior to the IPO to cover expenses related to the IPO, such as SEC
registration fees, NASD registration fees, blue sky fees and certain legal and
accounting fees and expenses. These loans were payable without interest on the
earlier of September 30, 2007 or the consummation of our IPO. We repaid this
loan out of the net proceeds of the IPO.





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





Until
October 25, 2008, the 18 month anniversary of the completion of our IPO, we
leased office space at which we maintain our executive offices at 4 Maskit
Street, Herzeliya, Israel. The costs for this space was included in the $7,500
per-month fee New Pole Ltd., an affiliate of Ronen Zadok, our Chief Financial
Officer, charged us for general and administrative services.  After
October 25, 2008 and until December 31, 2008, New Pole Ltd. continued to permit
our use of such space, and to provide us with general and administrative
services, upon the same terms and conditions.  Currently, New Pole
Ltd. permits our continued use of this space and provides general and
administrative services free of charge.





We will
reimburse our officers and directors for any reasonable out-of-pocket business
expenses incurred by them in connection with certain activities on our behalf
such as identifying and investigating possible target businesses and business
combinations. There is no limit on the amount of accountable out-of-pocket
expenses reimbursable by us, which will be reviewed only by our board or a court
of competent jurisdiction if such reimbursement is challenged.  Our
initial stockholders will not receive reimbursement for any out-of- pocket
expenses incurred by them to the extent that such expenses exceed the amount in
the Trust Account.




26




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





Messrs.
Baruch, Zadok, Yoav Schwalk, Yaron Schwalb and Perry are deemed our “parents”
and “promoters” as these terms are defined under the federal securities
laws.





Director
Independence.





Although
the Company’s securities are listed on the Over-the-Counter Bulletin Board and
we are therefore not required to have a majority of independent directors, we
apply the NYSE Alternext U.S. standard for independent directors to determine
which, if any, of our directors are independent pursuant to such
definition.  The NYSE Alternext U.S. defines an independent
director generally as a person other than an officer or employee of the company
or its subsidiaries or any other individual having a relationship, which, in the
opinion of the company’s board of directors would interfere with the director’s
exercise of independent judgment in carrying out the responsibilities of a
director.




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




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




Item
14.Principal
Accounting Fees and Services.





During
the fiscal year ended December 31, 2008, the firm of BDO Seidman LLP which
we refer to as BDO, was our principal accountant.  BDO manages and
supervises the audit and audit staff, and is exclusively responsible for the
opinion rendered in connection with its examination. The following is a summary
of fees paid or to be paid to BDO for services rendered.




27




Audit Fees. Audit fees
consist of fees billed for professional services rendered for the audit of our
year-end financial statements and services that are normally provided by BDO LLP
in connection with statutory and regulatory filings.  We have been
billed approximately $17,000 in connection with our December 31, 2008 year end
audit.




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




Tax Fees. Fees for
professional services rendered by BDO for tax compliance, tax planning and tax
advice for the fiscal year ended December 31, 2008 were approximately
$5,000.





All Other
Fees.  There were no fees billed by BDO for any other
professional services rendered from the date of our inception through
December 31, 2008.




PART
IV





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-1Balance
      Sheets
                                
                                F-2Statements
      of Operations
                                
                                F-3Statements
      of Stockholders’ Equity
                                
                                F-4Statements
      of Cash Flows
                                
                                F-5Notes
      to Financial Statements
                                
                                F-6





28




(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
                  
                  Amended
      and Restated Certificate of Incorporation. (2)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)23.1
                  
                  Consent
      of Ziv Haft, a BDO member firm.*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.





29




PINPOINT ADVANCE
CORP.


(a
development stage corporation)




FINANCIAL
STATEMENTS




as
of December 31, 2008




In
U.S. Dollars




INDEX




PageReport
      of Independent Registered Accounting Firm
                                
                                
                                F-1Balance
      Sheet
                                
                                
                                F-2Statements
      of Operations
                                
                                
                                F-3Statements
      of Stockholders’ Equity
                                
                                
                                F-4Statements
      of Cash Flows
                                
                                
                                F-5Notes
      to Financial Statements
                                
                                
                                F-6










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, 2008 and 2007 and
the related statements of operations, stockholders’ equity, and cash flows for
the year ended December 31, 2008 and December 31, 2007, for the period from
inception (September 6, 2006) to December 31, 2007 and for the period from
inception (September 6, 2006) to December 31, 2008. 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 to the financial statements, 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 a letter of intent for
potential business combinations plans as well as its plan to distribute the
amount held in the Trust Fund to its stockholders and to adopt a plan for
continued 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, 2008
and 2007, and the results of its operations and its cash flows for the year
ended December 31, 2008 and for the period from inception (September 6, 2006) to
December 31, 2007 and for the period from inception (September 6, 2006) to
December 31, 2008, in conformity with accounting principles generally accepted
in the United States of America.




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company will liquidate the Trust Fund and distribute the
proceeds among the holders of its stockholders following approval of a
resolution to distribute the Trust Fund by the Company's shareholders at the
forthcoming shareholders' meeting. Additionally, outside of the Trust Fund the
Company , has a remaining cash balance of $8,380, current liabilities of
$76,001, accumulated deficit of $18,764 and expects to incur costs in pursuit of
its acquisition plans for which further financing will be required. 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.




Tel-Aviv,
      IsraelJanuary
      19, 2009/s/
      Ziv Haft
                          Certified
      Public Accountants (Isr.)
                          a
      BDO member
firm




F-1




PINPOINT
ADVANCE CORP.


(A
development stage corporation)


BALANCE
SHEET





December
      31,
                              2008
                            
                            
                            December
      31, 2007ASSETSCurrent
      assetsCash
      and cash equivalents
                            
                            $
                            8,380
                            
                            
                            $
                            70,860Deposit
                            
                            
                            317
                            
                            
                            
                            317Cash
      held in trust (Note 1)
                            
                            
                            28,528,943
                            
                            
                            
                            29,038,765Prepaid
      expense
                            
                            
                            11,111
                            
                            
                            
                            27,778Total
      Assets
                            
                            $
                            28,548,751
                            
                            
                            $
                            29,137,720LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesDeferred
      underwriting fees (Note 5)
                            
                            $
                            -
                            
                            
                            $
                            862,500Deferred
      legal fees (Note 5)
                            
                            
                            -
                            
                            
                            
                            100,000Accrued
      expenses and other accounts payable
                            
                            
                            76,001
                            
                            
                            
                            277,898Common
      stock subject to conversion
                            
                            
                            28,491,250
                            
                            
                            
                            -Total
      current liabilities
                            
                            
                            28,567,251
                            
                            
                            
                            1,240,398Common Stock subject to
      possible redemption, 862,212 shares, at redemption value (Note
      1)
                            
                            
                            -
                            
                            
                            
                            8,625,740Commitments(Note
      6)Stockholders’ Equity(note 2)Preferred
      stock – $.0001 par value; 1,000,000 authorized; none issued or
      outstandingCommon
      stock-$.0001 par value; 20,000,000Authorized;
      2,637,788 issued and outstanding(excluding
      of 862,212 shares subject to possibleRedemption)
                            
                            
                            264
                            
                            
                            
                            264Additional
      paid-in capital
                            
                            
                            -
                            
                            
                            
                            19,000,986Earnings
      (Deficit) accumulated during the development stage
                            
                            
                            (18,764
                            )
                            
                            
                            270,332Total
      stockholders’ equity
                            
                            
                            (18,500
                            )
                            
                            
                            19,271,582Total
      liabilities and stockholders' equity
                            
                            $
                            28,548,751
                            
                            
                            $
                            29,137,720




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




F-2




PINPOINT
ADVANCE CORP.


(A
development stage corporation)


STATEMENTS
OF OPERATIONS


For the year
                    ended
                    December 31, 2008
                
                
                For the year
                    ended
                    December 31, 2007
                
                
                For the period from
                    September 6, 2006
                    (inception) to December
                    31, 2006
                
                
                For the period from
                    September 6, 2006
                    (inception) to
                    December 31, 2008State
      franchise tax
                
                $
                43,775
                
                
                $
                43,775
                
                
                $
                -
                
                
                $
                87,550Formation
      and operating costs
                
                
                -
                
                
                
                -
                
                
                
                1,000
                
                
                
                1,000Other
      general and administrative expenses
                
                
                805,334
                
                
                
                251,001
                
                
                
                7,000
                
                
                
                1,063,335Bank
      charges
                
                
                1,383
                
                
                
                1,147
                
                
                
                140
                
                
                
                2,670Loss
      from operation
                
                
                (
      850,492
                )
                
                
                (
      295,923
                )
                
                
                (
      8,140
                )
                
                
                (
      1,154,555
                )Interest
      income
                
                
                467,816
                
                
                
                897,815
                
                
                
                -
                
                
                
                1,365,631Income
      (Loss)  before provision for  income
    tax
                
                
                (
      382,676
                )
                
                
                601,892
                
                
                
                ( 8,140
                )
                
                
                211,076Provision
      for income tax
                
                
                4,397
                
                
                
                204,643
                
                
                
                -
                
                
                
                209,040Net
      (Loss) income for the period
                
                $
                (
      387,073
                )
                
                $
                397,249
                
                
                $
                ( 8,140
                )
                
                $
                2,036Accretion
      of trust fund relating to common stock subject to possible
      redemption
                
                
                115,735
                
                
                
                (
      118,777
                )
                
                
                -
                
                
                
                ( 3,042
                )Net
      (Loss) income attributable to other common stockholders
                
                $
                (
      271,338
                )
                
                $
                278,472
                
                
                $
                ( 8,140
                )
                
                $
                ( 1,006
                )Net
      earnings per share -basic
                
                $
                (0.1
                )
                
                $
                0.14diluted
                
                $
                (0.1
                )
                
                $
                0.10Weighted
      average shares outstandingbasic
                
                
                2,637,788
                
                
                
                2,002,360diluted
                
                
                2,637,788
                
                
                
                2,
      855,768Net
      earnings per share subject to possible conversionbasic
                
                $
                (0.13
                )
                
                $
                0.2diluted
                
                $
                (0.13
                )
                
                $
                0.17Weighted
      average shares outstanding subject to possible conversionbasic
                
                
                862,212
                
                
                
                590,016diluted
                
                
                862,212
                
                
                
                702,844




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




F-3




PINPOINT
ADVANCE CORP.


(A
development stage corporation)


STATEMENTS
OF STOCKHOLDERS’ EQUITY


For
the period from September 6, 2006 (inception) to December 31, 2008





Common
      stock
              
              
              Additional Paid-in
              
              
              Deficit
                accumulated
                during
      the
              
              
              TotalShares
              
              
              Amount
              
              
              capital
              
              
              development stage
              
              
              Stockholders’ 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
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              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
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              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 commonstock
      value subject toredemption
      to current liability
              
              
              
              
              
              
              
              
              
              
              (19,963,486
              )
              
              
              (17,758
              )
              
              
              (19,981,244
              )Balances(Deficit)
      at December 31, 2008
              
              
              2,637,788
              
              
              $
              264
              
              
              $
              -
              
              
              $
              (18,764
              )
              
              $
              (18,500
              )




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




F-4




PINPOINT
ADVANCE CORP.


(A
development stage corporation)


STATEMENTS
OF CASH FLOWS


For the year
                                      ended
                                      December 31, 2008
                                    
                                    
                                    For the year
                                      ended
                                      December 31, 2007
                                    
                                    
                                    For the period from
                                      September 6, 2006
                                      (inception) to
                                      December 31, 2006
                                    
                                    
                                    For the period from
                                      September 6, 2006 (inception)
                                      to December 31, 2008OPERATING
      ACTIVITIESNet
      (Loss) income for the period
                                    
                                    $
                                    (
      387,073
                                    )
                                    
                                    $
                                    397,249
                                    
                                    
                                    $
                                    (
      8,140
                                    )
                                    
                                    $
                                    2,036Increase
      in accrued expenses and other accounts payable
                                    
                                    
                                    (
      201,897
                                    )
                                    
                                    
                                    488,059
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    286,162(Increase)
      Decrease in prepaid expenses
                                    
                                    
                                    16,667
                                    
                                    
                                    
                                    (
      27,778
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    11,111(Increase)
      Decreaseininterestreceivable
      in trust
                                    
                                    
                                    91,847
                                    
                                    
                                    
                                    (
      91,847
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Net
      cash provided (used)  in operating activities
                                    
                                    
                                    (
      480,456
                                    )
                                    
                                    
                                    765,683
                                    
                                    
                                    
                                    (
      8,140
                                    )
                                    
                                    
                                    (
      277,087
                                    )INVESTING
      ACTIVITIESCash
      contributed to Trust Fund
                                    
                                    
                                    417,976
                                    
                                    
                                    
                                    (
      28,946,918
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (
      28,528,942
                                    )Net
      cash used in investing activities
                                    
                                    
                                    417,976
                                    
                                    
                                    
                                    (
      28,946,918
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (
      28,528,942
                                    )FINANCING
      ACTIVITIESProceeds
      from issuance of common stock to initial stockholders
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    25,000
                                    
                                    
                                    
                                    25,000Proceeds
      from loans from related party
                                    
                                    
                                    -
                                    
                                    
                                    
                                    33,210
                                    
                                    
                                    
                                    118,000
                                    
                                    
                                    
                                    151,210Payment
      of loans from related party
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (
      151,210
                                    )
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (
      151,210
                                    )Deposit
                                    
                                    
                                    -
                                    
                                    
                                    
                                    622
                                    
                                    
                                    
                                    (
      939
                                    )
                                    
                                    
                                    (
      317
                                    )Short
      term bank credit
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (
      40
                                    )
                                    
                                    
                                    40
                                    
                                    
                                    
                                    -Payment
      of Deferred offering cost
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (
      76,200
                                    )
                                    
                                    
                                    (
      133,961
                                    )
                                    
                                    
                                    (
      210,161
                                    )Proceeds
      from issuance of insider warrants
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,500,000
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,500,000Proceeds
      from purchase of underwriter’s purchase option
                                    
                                    
                                    -
                                    
                                    
                                    
                                    100
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    100Portion
      of net proceeds from sale of units through public offering allocable to
      shares of common stock subject to possible conversion
                                    
                                    
                                    -
                                    
                                    
                                    
                                    8,506,963
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    8,506,963Net
      proceeds from sale of units through public offering allocable
      to:
                                    
                                    
                                    -Stockholders’
      equity
                                    
                                    
                                    
                                    
                                    
                                    
                                    18,438,650
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    18,438,650Net
      cash provided by financing activities
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    28,252,095
                                    
                                    
                                    $
                                    8,140
                                    
                                    
                                    $
                                    28,260,235Net
      increase (Decrease)  in cash
                                    
                                    $
                                    (
      62,480
                                    )
                                    
                                    $
                                    70,860
                                    
                                    
                                    $
                                    (
      -
                                    )
                                    
                                    $
                                    8,380CashBeginning
      of period
                                    
                                    
                                    70,860
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -End
      of period
                                    
                                    $
                                    8,380
                                    
                                    
                                    $
                                    70,860
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    8,380Supplemental
      disclosure of non-cash activity:Fair
      value of underwriter’s purchase option included in offering
      costs
                                    
                                    
                                    
                                    
                                    
                                    
                                    738,750Deferred
      legal fees against additional paid-in capital
                                    
                                    
                                    
                                    
                                    
                                    
                                    100,000
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    100,000Deferred
      underwriting fees against additional paid-in capital
                                    
                                    
                                    
                                    
                                    
                                    
                                    862,500
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    862,500Supplemental
      disclosure of cash flow information:Cashpaid
      during the period for income taxes
                                    
                                    
                                    244,040
                                    
                                    
                                    
                                    43,815





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





F-5




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 (a “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, 2008 was related to the Company’s formation and capital
raising activities. The Company has selected December 31 as its fiscal year
end.




The
Company is considered to be a development stage company and as such the
financial statements presented herein are presented in accordance with Statement
of Financial Accounting Standards (“SFAS”) No. 7.




The
registration statement for the Company’s initial public offering (“Offering”)
was declared effective on April 19, 2007. On April 25, 2007, the Company
completed a private placement ("Private placement") and received net 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. However, there
is no assurance the Company will be able to successfully effect a Business
Combination.




Management
has agreed that $28.37 million or $9.91 per Unit sold in the Offering will be
held in a trust account (“Trust Account”) and invested in permitted United
States government securities, of which $0.30 per Unit will be paid to the
underwriter upon the consummation of a Business Combination. The placing of
funds in the Trust Account may not protect those funds from third party claims
against the Company. Although the Company will seek to have all vendors,
prospective acquisition targets or other entities it engages, execute agreements
with the Company waiving any right, title, interest or claim of any kind in or
to any monies held in the Trust Account, there is no guarantee they will execute
such agreements.




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




·
            Requirement
      that all proposed business combinations be presented to stockholders for
      approval regardless of whether or not Delaware law requires such a
      vote;




·
            Common
      stockholders that vote against such proposed Business Combination are,
      under certain conditions, entitled to convert their shares into a pro-rata
      distribution from the Trust Fund (the “Conversion Right”). The actual
      per-share conversion price will be equal to the amount in the Trust Fund
      (inclusive of any interest thereon, but net of taxes payable on interest
      earned), divided by the number of shares sold in the Offering, or
      approximately $9.94 per share based on the value of the Trust Fund as of
      December 31, 2008. As a result of the Conversion Right, $8,573,267
      (including accretion of $66,304) relating to 862,212 shares of Common
      Stock subject to possible conversion, has been classified in temporary
      equity as Common Stock subject to possible conversion on the accompanying
      balance sheet as of December 31, 2008. The Company will not complete any
      business combination if public stockholders owning 30% or more of the
      shares sold in the Company's initial public offering vote against the
      Business Combination and exercise their redemption rights. Even if less
      than 30% of the stockholders, as described above, exercise their
      redemption rights, the Company may be unable to consummate a business
      combination if such redemption leaves the Company with funds less than a
      fair market value equal to at least 80% of the amount in the trust account
      (excluding any funds held for the benefit of the underwriters) at the time
      of such acquisition, which amount is required for the initial business
      combination. In such event the Company may be forced to either find
      additional financing to consummate such a business combination, consummate
      a different business combination or dissolve, liquidate and wind
      up.




F-6




PINPOINT
ADVANCE CORP.


(A
development stage corporation)




NOTES
TO FINANCIAL STATEMENTS




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




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




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




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




·
            Requirement
      that management take all actions necessary to liquidate the Trust Account
      to the Company’s public stockholders as part of its plan of dissolution
      and liquidation in the event the Company does not consummate a business
      combination by the later of 18 months after the consummation of the
      Offering or 24 months after the consummation of the Offering in the event
      that either a letter of intent, an agreement in principle or a definitive
      agreement to complete a business combination was executed but was not
      consummated within such 18 month
period;




·
            Limitation
      on stockholders’ rights to receive a portion of the Trust Account so that
      they may only receive a portion of the Trust Account as part of its plan
      of dissolution and liquidation or upon the exercise of their conversion
      rights; and




·
            The bifurcation of the
      Company’s board of directors into two classes and the establishment of
      related procedures regarding the standing and election of such
      directors.




Recent
Events




As a
result of the Company's intent to return the proceeds held in the trust fund to
common stockholders, $28,491,250 ($9.91 per unit) has been classified as a
current liability in the accompanying balance sheet at December 31,
2008




NOTE
2-OFFERING




In the
Offering (which 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 consists 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 a private placement which closed
simultaneously totaled approximately $28.5 million, which was net of
approximately $1.6 million in underwriting fees and other expenses paid at
closing.




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




NOTE
3-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Cash and Cash Equivalents—Cash
and cash equivalents are deposits with financial institutions as well as
short-term money market instruments with maturities of three months or less when
purchased. The Company did not hold any cash equivalents as of December 31,
2008.





Trust Account-The Company's
restricted cash and cash equivalents held in the Trust Account at December 31,
2008 is invested in a money market fund. The Company recognized interest income
$1,365,631 from inception (September 6, 2006) to December 31, 2008 on such money
market fund, which is included in interest income on the accompanying statements
of operations.




F-7




PINPOINT
ADVANCE CORP.


(A
development stage corporation)




NOTES
TO FINANCIAL STATEMENTS-Continued




NOTE
3-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)




Concentration of Credit
Risk-Financial instruments that potentially subject the Company to a
significant concentration of credit risk consist primarily of cash and cash
equivalents. The Company may maintain deposits in federally insured financial
institutions in excess of federally insured limits. However, management believes
the Company is not exposed to significant credit risk due to the financial
position of the depository institutions in which those deposits are
held.





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




Fair Value of Financial
Instruments-The fair values of the Company’s assets and liabilities that
qualify as financial instruments under SFAS No. 107 “Disclosures about Fair
Value of Financial Instrument,” approximate their carrying amounts presented in
the balance sheet at December 31, 2008.




The
Company accounts for derivative instruments, if any, in accordance with SFAS
No. 133 “Accounting for Derivative Instruments and Hedging Activities,” as
amended, (“SFAS 133”) which establishes accounting and reporting standards for
derivative instruments. The Company does not have any derivatives as of December
31, 2008.




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




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





NEW
ACCOUNTING PRONOUNCEMENTS –


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





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





In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement” (“SFAS
157”). SFAS 157 defines fair value, establishes a framework for measuring it,
and expands disclosures about fair value measurements. SFAS 157 emphasizes that
fair




F-8




PINPOINT
ADVANCE CORP.


(A
development stage corporation)




NOTES
TO FINANCIAL STATEMENTS-Continued




NOTE
3-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





value is
a market-based measurement, not an entity-specific measurement, and sets out a
fair value hierarchy with the highest priority being quoted prices in active
markets. SFAS 157 is effective for years beginning after November 15, 2007. The
Company is evaluating the impact, if any, the adoption of this statement will
have on its consolidated results of operations, financial position or cash
flows.





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





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




NOTE
4-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 $2,262,500 (with over allotment exercised). The Company paid
$1,400,000 of the underwriting discount upon closing of the Offering (including
the over allotment). The Company and the underwriters have agreed that payment
of the balance of the underwriting discount of $862,500 will be deferred until
consummation of the Business Combination, if at all.





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 $250,000.  The Company paid $150,000 of the
legal fee upon closing of the Offering.  The Company and its
counsel have agreed that payment of the balance of the legal fee of
$100,000 will be deferred until consummation of the Business Combination. If the
Business Combination does not occur, these deferred fees will be
distributed to the stockholders as part of the liquidation of the
Company.




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




NOTE
5-COMMITMENTS




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




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




NOTE
6-WARRANTS AND OPTION TO PURCHASE COMMON STOCK




The
Company has agreed to pay the underwriter in the Offering an underwriting
discount of 7% of the gross proceeds of the Offering and a non-accountable
expense allowance of 1% of the gross proceeds (excluding the over-allotment
option) of the Offering. However, the underwriter has agreed that 3% of the
underwriting discounts will not be payable unless and until the Company
completes a Business Combination, and has waived its right to receive such
payment upon the Company’s liquidation if the Company




F-9




PINPOINT
ADVANCE CORP.


(A
development stage corporation)




NOTES
TO FINANCIAL STATEMENTS-Continued




NOTE
6 - WARRANTS AND OPTION TO PURCHASE COMMON STOCK (Continued)




Immediately
prior to the Offering the Company sold to certain of the initial stockholders
1,500,000 warrants ("Private Warrants"), for an aggregate purchase price of
$1,500,000. All of the proceeds received from the sale of the Private Warrants
were placed in the Trust Account. The Private Warrants are identical to the
Warrants sold in the 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 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 Private Warrants 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, 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), 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.




NOTE
7-CAPITAL STOCK




Preferred
Stock




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




Common
Stock




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




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




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




F-10




PINPOINT
ADVANCE CORP.


(A
development stage corporation)




NOTES
TO FINANCIAL STATEMENTS-Continued




NOTE
8-SUBSEQUENT EVENT




On
October 27, 2008, the Company announced it 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 and
is currently reviewing all available legal options. However, because one of the
parties has indicated its position that no binding agreement currently exists
and that it does not wish to continue with negotiations at this time, the
Company has 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.




F-11




SIGNATURES




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




PINPOINT
      ADVANCE CORP.By:
            /s/
      Adiv BaruchDated:
      March 30, 2009
            
            Name:
      Adiv Baruch
              Title:
      Chief Executive Officer
              (Principal
      Executive Officer)





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





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




F-12