UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the Quarterly Period Ended ~~April~~October 3031, 2011

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

For the Transition Period from to

Commission File Number 000-51980

ISRAEL GROWTH PARTNERS ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	20-3233358
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

4808 Moorland Lane

Suite 109

Bethesda, Maryland 20814

(301) 502-8602

(Address including zip code, and telephone number,

including area code, of principal executive offices)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No ¨

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

Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company þ (Do not check if a smaller reporting company)

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes þ No ¨

As of ~~June~~December 1614, 2011, 18,250,003 shares of common stock, par value $0.0001 per share, of the registrant were outstanding.

TABLE OF CONTENTS

		Page
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Balance Sheets as of April 30, 2011 (unaudited) and July 31, 2010 (audited)	3
	Condensed Balance Sheets as of October 31, 2011 (unaudited) and July 31, 2011 (audited)	3
	Condensed Statements of Operations, for the three months and the nine months ended April 30, 2011 and 2010, and for the period from August 1, 2005 (inception) to April 30, 2011 (unaudited)	4
	Condensed Statements of Operations, for the three months October 31, 2011 and 2010, and for the period from August 1, 2005 (inception) to October 31, 2011 (unaudited)	4
	Condensed Statement of Stockholders’ Equity for the period from inception (August 1, 2005) to July 31, 2010 (audited) and the nine months ended April 30, 2011 (unaudited)	5
	Condensed Statement of Stockholders’ Equity for the period from inception (August 1, 2005) to July 31, 2011 (audited) and the three months ended October 31, 2011 (unaudited)	5
	Condensed Statement of Cash Flows, for the nine months ended April 30, 2011 and 2010, for the period from August 1, 2005 (inception) to April 30, 2011 (unaudited)	6
	Condensed Statement of Cash Flows, for the three months ended October 31, 2011 and 2010, for the period from August 1, 2005 (inception) to October 31, 2011 (unaudited)	6
	Notes to Unaudited Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1614
Item 4.	Controls and Procedures	1715
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	1816
Item 1A.	Risk Factors	1816
Item 6.	Exhibits	1816
	SIGNATURES	1917

PART I

Item 1. Financial Statements

Israel Growth Partners Acquisition Corp.

Condensed Balance Sheets

	As of			As of
	April 30, 2011			July 31, 2010
	October 31, 2011			July 31, 2011
	Unaudited			Audited
ASSETS
Current Assets:
Cash and cash equivalents	$	183,~~319~~630		$	24,~~556~~474
Total assets	$	183,~~319~~630		$	24,~~556~~474
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accrued expenses	$	2123,~~999~~880		$	2731,~~371~~563
Notes Payable due shareholders & directors (Note 1)		36,000			36,000
Total current liabilities		5759,~~999~~880			6367,~~371~~563
Notes Payable long-term (Note 1)		35,000			-35,000
Commitments (Note 4)
Stockholders' Equity (Deficit) (Notes 2, 4 and 5)
Preferred stock, par value $.0001 per share,
Preferred stock, par value $.0001 per share, 5,000 shares authorized, 0 shares issued and outstanding		-			-
5,000 shares authorized, 0 shares issued
Common stock, par value $.0001 per share, 80,000,000 shares authorized, 18,250,003 shares issued and outstanding at October 31, 2011 and July 31, 2011, respectively.		1,825			1,825
and outstanding		-			-
Common stock, Class B, par value $.0001 per share,12,000,000 shares authorized, 0 shares issued and outstanding		-			-
Common stock, par value $.0001 per share,
Additional paid-in-capital		1,498,214			1,498,214
80,000,000 shares authorized, 18,250,003 and
Retained earnings (deficit) accumulated in the development stage		(1,591,289	)		(1,578,128	)
2,465,100 shares issued and outstanding
Total stockholders' equity (deficit)		(91,250	)		(78,089	)
at April 30, 2011 and July 31, 2010, respectively.		1,825			247
Total liabilities and stockholders' (deficit)	$	3,630		$	24,474
Common stock, Class B, par value $.0001 per share,
12,000,000 shares authorized, 0 shares issued
and outstanding		-			-
Additional paid-in-capital		1,498,214			1,499,792
Retained earnings (deficit) accumulated in the development stage		(1,574,719	)		(1,538,854	)
Total stockholders' equity (deficit)		(74,680	)		(38,815	)
Total liabilities and stockholders' equity (deficit)	$	18,319		$	24,556

See Notes to Unaudited Condensed Financial Statements

Israel Growth Partners Acquisition Corp.

Condensed Statement of Operations

	For the Three Months Ended						For the Nine Months Ended						Period from inception (August 1, 2005) to
							Period from inception
	Unaudited						Unaudited
	For the Three Months Ended (Unaudited)						(August 1, 2005) to
	April 30, 2011			April 30, 2010			April 30, 2011			April 30, 2010			April 30, 2011
	October 31, 2011			October 31, 2010			October 31, 2011
Revenue	$	-		$	-		$	-					$	-
Operating expenses:
Professional fees		96,~~588~~557			34,~~850~~399			23895,~~701~~001			~~21,928~~			~~873,459~~
Delaware franchise tax		~~125~~-			~~5,956~~100			~~325~~236,001			~~5,956~~			~~236,001~~
Other general and administrative expenses (Note 4)		26,~~920~~604			15,~~000~~448			11566,~~839~~697			~~3,496~~			~~557,095~~
Loss from operations		(1213,~~633~~161	)		(109,~~806~~947	)		(351,~~865~~697,699	)		~~(31,380~~	)		~~(1,666,555~~	)
Interest Income		-			-			-			-			3,715,745
Other Income		-			-			14,574
Income (loss) before provision for income taxes		(12,633	)		(10,806	)		(35,865	)		(31,380	)		2,049,190
Interest Income		-			-			3,715,745
Provision for income taxes		-			-			-			-			-
Income (loss) before provision for income taxes		(13,161	)		(9,947	)		2,032,620
Net income (loss) for the period	$	(12,633	)	$	(10,806	)	$	(35,865	)	$	(31,380	)	$	2,049,190
Provision for income taxes		-			-			-
Accretion of Trust Fund relating to Class B common stock subject to conversion		-			-			-			-			(734,003	)
Net income (loss) for the period	$	(13,161	)	$	(9,947	)	$	2,032,620
Net income (loss) attributable to other Class B stockholders and common stockholders	$	(12,633	)	$	(10,806	)	$	(35,865	)	$	(31,380	)	$	1,315,187
Accretion of Trust Fund relating to Class B common stock subject to conversion		-			-			(734,003	)
Weighted average Class B common shares outstanding subject to conversion (no Class B common shares outstanding on October 31, 2009)		-			-			-			-
Net income (loss) attributable to other Class B stockholders and common stockholders	$	(13,161	)	$	(9,947	)	$	1,298,617
Net income per Class B common share subject to conversion, basic and diluted	$	-		$	-		$	-		$	-
Weighted average Class B common shares outstanding subject to conversion (no Class B common shares outstanding on October 31, 2011 or 2010, respectively)		-			-
Weighted average number of shares outstanding, basic and diluted		12,111,430			1,065,100			5,680,543			1,065,100
Net income per Class B common share subject to conversion, basic and diluted	$	-		$	-
Net income (loss)per share, basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.03	)
Weighted average number of shares outstanding, basic and diluted		18,250,003			2,465,100
Net income (loss)per share, basic and diluted	$	(0.00	)	$	(0.00	)

See Notes to Unaudited Condensed Financial Statements

Israel Growth Partners Acquisition Corp.

Condensed Statement of Stockholders’ Equity for the period

from inception (August 1, 2005) to ~~April~~October 3031, 2011

														Deficit
											Additional			accumulated in
	Common Stock				Common Stock, Class B						Paid -In			the development
	Shares		Amount		Shares			Amount			Capital			stage			Total
Balance, August 1, 2005 (inception)		-	$	-		-		$	-		$	-		$	-		$	-
Issuance of Common Stock to initial
Issuance of Common Stock to initial stockholder		100		-		-			-			500			-			500
stockholder		100		-		-			-			500			-			500
Issuance of 4,950,000 Warrants at $0.05 Per Warrant		-		-		-			-			247,500			-			247,500
Issuance of 4,950,000 Warrants
Sale of 532,500 Series A Units, 5,118,000 Series B Units through public offering net of underwriters' discount and offering expenses and net of proceeds of 10,333,190 allocable to 2,046,176 shares of common stock, Class B subject to possible conversion		1,065,000		107		8,189,824			819			42,567,464			-			42,568,390
at $0.05 Per Warrant		-		-		-			-			247,500			-			247,500
Proceeds from sale of underwriters' purchase option		-		-		-			-			100						100
Sale of 532,500 Series A Units, 5,118,000
Accretion relating to Class B common stock subject to possible conversion												(5,853	)					(5,853	)
Series B Units through public offering
net of underwriters' discount and offering
expenses and net of proceeds of 10,333,190
allocable to 2,046,176 shares of common stock,
Class B subject to possible conversion		1,065,000		107		8,189,824			819			42,567,464			-			42,568,390
Proceeds from sale of underwriters'
purchase option		-		-		-			-			100						100
Accretion relating to Class B common stock
subject to possible conversion												(5,853	)					(5,853	)
Net loss for the period		-		-		-			-			-			(84,852	)		(84,852	)
Balance, July 31, 2006		1,065,100	$	107		8,189,824		$	819		$	42,809,711		$	(84,852	)	$	42,725,785
Accretion relating to Class B common stock
Accretion relating to Class B common stock subject to possible conversion												(369,496	)					(369,496	)
subject to possible conversion												(369,496	)					(369,496	)
Net income for the period															1,479,275			1,479,275
Balance, July 31, 2007		1,065,100	$	107		8,189,824		$	819		$	42,440,215		$	1,394,423		$	43,835,564
Accretion relating to Class B common stock
Accretion relating to Class B common stock subject to possible conversion												(294,049	)					(294,049	)
subject to possible conversion												(294,049	)					(294,049	)
Net income for the period															798,309			798,309
Net income from inception to July 31, 2008
Net income from inception to July 31, 2008 before reclassification of interest earned on trust account															2,192,732			-
before reclassification of interest earned on trust account															2,192,732			-
Reclassification of interest earned on trust account since inception to additional paid-in capital												3,319,382			(3,319,382	)		-
Reclassification of interest earned on trust account since
Reclassification of Class B common stock value subject to redemption to current liability												(44,014,447	)		-			(44,014,447	)
inception to additional paid-in capital												3,319,382			(3,319,382	)		-
Reclassification of Class B common stock value
subject to redemption to current liability												(44,014,447	)		-			(44,014,447	)
Proceeds from sale by beneficial owner of Class B stock												7,343						7,343
Balance, July 31, 2008		1,065,100	$	107		8,189,824		$	819		$	1,458,444		$	(1,126,650	)	$	332,720
Accretion relating to Class B common stock
Accretion relating to Class B common stock subject to possible conversion												(64,605	)					(64,605	)
subject to possible conversion												(64,605	)					(64,605	)
Reclassification of interest earned on trust account to additional paid-in capital												304,527			(304,527	)		-
Reclassification of interest earned on trust account
Reclassification of Class B common stock value subject to redemption to current liability												(238,645	)					(238,645	)
to additional paid-in capital												304,527			(304,527	)		-
Reclassification of Class B common stock value
subject to redemption to current liability												(238,645	)					(238,645	)
Cancellation of B Common Stock						(8,189,824	)		(819	)		819						-
Net (Loss) for the period															(66,898	)		(66,898	)
Balance, July 31, 2009		1,065,100	$	107		-		$	-		$	1,460,540		$	(1,498,075	)	$	(37,428	)
Capital contribution by shareholders												25,392						25,392
Proceeds from the sale of common shares on June 30, 2010		1,400,000		140								13,860						14,000
Net (Loss) for the period															(40,779	)		(40,779	)
Balance, July 31, 2010 (audited)		2,465,100	$	247		-		$	-		$	1,499,792		$	(1,538,854	)	$	(38,815	)
Balance, July 31, 2010		2,465,100	$	247		-		$	-		$	1,499,792		$	(1,538,854	)	$	(38,815	)
Net (Loss) for the period															(3539,~~865~~274	)		(3539,~~865~~274	)
Exercise of cashless common stock warrants (Note 1)		15,784,903		1,578								(1,578	)					-
Balance, April 30, 2011 (unaudited)		18,250,003	$	1,825		-		$	-		$	1,498,214		$	(1,574,719	)	$	(74,680	)
Balance, July 31, 2011 (Audited)		18,250,003	$	1,825		-		$	-		$	1,498,214		$	(1,578,128	)	$	(78,089	)
Net (Loss) for the period															(13,161	)		(13,161	)
Balance, October 31, 2011 (Unaudited)		18,250,003	$	1,825		-		$	-		$	1,498,214		$	(1,591,289	)	$	(91,250	)

See Notes to Unaudited Condensed Financial Statements

Israel Growth Partners Acquisition Corp.

Condensed Statement of Cash Flows

	For the nine month period ended						Period from inception (August 1, 2005) to
							Period from inception
	Unaudited
	For the three month period ended						(August 1, 2005) to
	April 30, 2011			April 30, 2010			April 30, 2011
	October 31, 2011			October 31, 2010			October 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for the period	$	(3513,~~865~~161	)	$	(319,~~380~~947	)	$	2,~~049~~032,~~187~~617
Adjustments to reconcile net income to net cash used in operating activities:
Gain on maturity of Securities held in Trust Fund		-			-			(3,622,630	)
Changes in operating assets and liabilities:
Decrease (increase) in interest receivable in trust		-			-			-
Decrease (Increase) in prepaid expenses		-			-			-
(Decrease) Increase in accrued expenses		(57,~~372~~683	)		3(5,~~637~~504	)		2123,~~999~~880
Net cash used in operating activities		(4120,~~237~~844	)		(2715,~~743~~451	)		(1,~~551~~566,~~444~~133	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Securities held in trust		-			-			(1,665,222,246	)
Maturity of Securities held in trust		-			-			1,613,530,446
Net cash used in investing activities		-			-			(51,691,800	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock to initial stockholder		-			-			500
Proceeds from issuance of warrants		-			-			247,500
Proceeds from advances from shareholders		-			~~10,000~~-			25,392
Proceeds from promissory notes		~~35,000~~-			-			71,000
Proceeds from the issuance of common stock		-			-			14,000
Proceeds from sale of underwriters' purchase option		-			-			100
Portion of net proceeds from sale of Series B units
Portion of net proceeds from sale of Series B units through public offering allocable to shares of common stock, Class B subject to possible conversion		-			-			10,327,338
through public offering allocable to shares of
common stock, Class B subject to possible
conversion		-			-			10,327,338
Proceeds from sale by beneficial owner of Class B stock		-			-			7,343
Net proceeds from sale of Series A and B units through public
Net proceeds from sale of Series A and B units through public offering allocable to stockholders' equity		-			-			42,568,390
offering allocable to stockholders' equity		-			-			42,568,390
Net cash (used in) provided by financing activities		-			-			53,261,563
Net cash (used in) provided by financing activities		35,000			10,000			53,261,563
Net increase (decrease) in cash and cash equivalents		(20,844	)		(15,451	)		3,630
Net increase (decrease) in cash and cash equivalents		(6,237	)		(17,743	)		18,319
Cash and cash equivalents
Beginning of period		24,~~556~~474			2224,~~689~~556			-
End of period	$	183,~~319~~630		$	49,~~946~~105		$	183,~~319~~630
Supplemental disclosure of non-cash financing activities:
Fair value of underwriter purchase option included in offering costs	$	-		$	-		$	641,202
Accretion of Trust Fund relating to Class B common stock subject to possible coversion	$	-		$	-		$	(735,003	)
Exercise of cashless common stock warrants (15,784,903 shares)	$	~~315,690~~-		$	-		$	~~315,690~~-

See Notes to Unaudited Condensed Financial Statements

~~NOTES~~ISRAEL TOGROWTH ~~CONDENSED~~PARTNERS ~~FINANCIAL~~ACQUISITION ~~STATEMENTS~~CORP.

NOTES TO FINANCIAL STATEMENTS

For the three months ended October 31, 2011

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

Israel Growth Partners Acquisition Corp. (the “Company”) was incorporated in Delaware on August 1, 2005 to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with a then unidentified operating business which has operations or facilities located in Israel, or which is a company operating outside of Israel which the Company’s management believes would benefit from establishing operations or facilities in Israel (a “Target Business”). All activity from inception (August 1, 2005) through ~~April~~October 3031, 2011 related to the Company’s formation and capital raising activities. The Company has selected July 31 as its year end.

The Company is considered to be a development stage company and as such the financial statements presented herein are presented in accordance with FASB ASC: Topic 915, Accounting and Reporting Byby Development Stage Enterprises.

Organization

The registration statement for the Company’s initial public Offering (“Offering”) was declared effective on July 11, 2006. The Company consummated the Offering of 500,000 series A Units (Note 2) and 4,600,000 Series B Units (Note 2) on July 18, 2006. On July 26, 2006, the Company consummated the closing of an additional 32,500 Series A Units and 518,000 Series B Units which were subject to an over-allotment option granted to the underwriters. The Offering generated total net proceeds of approximately $52.9 million of which $51.7 million was placed in trust. The Company’s management had broad authority with respect to the application of the proceeds of the Offering although substantially all of the proceeds of the Offering are intended to be applied generally toward consummating a merger, capital stock exchange, asset acquisition or other similar transaction with a Target Business (a “Business Combination”). An amount of $55,011,182 including accrued interest of $77,146 was being held in an interest-bearing trust account (“Trust Fund”) to be returned to the holders of Class B common stock if a Business Combination was not contracted in 18 months, or consummated in 24 months, subsequent to the Offering (the “Target Business Acquisition Period”).

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

Operations

The registration statement for the Company’s initial public offering (“Offering”) was declared effective on July 11, 2006. The Company consummated the Offering of 500,000 series A Units (Note 2) and 4,600,000 Series B Units (Note 2) on July 18, 2006. On July 26, 2006, the Company consummated the closing of an additional 32,500 Series A Units and 518,000 Series B Units which were subject to an over-allotment option granted to the underwriters. The Offering generated total net proceeds of approximately $52.9 million of which $51.7 million was placed in an interest-bearing trust account (“Trust Fund”). The Company’s management was given broad authority with respect to the application of the proceeds of the Offering although substantially all of the proceeds of the Offering were intended to be applied generally toward consummating a merger, capital stock exchange, asset acquisition or other similar transaction with a Target Business (a “Business Combination”). Under the terms of the Company’s certificate of incorporation, the funds held in the Trust Fund were required to be returned to the holders of Class B common stock if a Business Combination was not contracted in 18 months, or consummated in 24 months, subsequent to the Offering ~~(the “Target Business Acquisition Period”). Under the Offering~~, the Company indicated its intent to dissolve in the event of a failure to consummate a Business Combination within the Target Business Acquisition Period.

On March 6, 2008 the Company entered into a merger agreement with Negevtech Ltd., an Israeli company. On July 18, 2008, the Company announced that it and Negevtech had terminated their definitive agreement due to an inability to consummate the transaction by that date, which was the last possible date that the Company could consummate a transaction under its certificate of incorporation as amended. As a result, the Company announced plans to distribute the amount held in the Trust Fund to its Class B stockholders.

On September 12, 2008 the Company and FI Investment Group., LLC (“FIIG”), the largest holder of shares of the Company’s $.0001 par value common stock, entered into an agreement under which the Company, at the request of FIIG, agreed to propose to its stockholders, including the holders of its shares of $.0001 par value Class B common stock, as an alternative to dissolution, amendments to its certificate of incorporation allowing the Company to maintain its corporate existence and provide for the prompt distribution of the funds being held in trust for the benefit of the holders of Class B common stock in connection with the cancellation of their Class B shares.

The agreement also provided FIIG with the right to appoint a member to the Company’s board of directors. Additionally, it provided for the resignation of each of the Company’s directors and officers that were serving the Company as of the date of the agreement upon the Company’s stockholders approval of the amendments to the Company’s certificate of incorporation described in the agreement and after all of the assets in the trust fund are distributed to the holders of Class B common stock.

On October 14, 2008, the Company announced that it had determined, in light of current market uncertainties, to authorize the transfer of the funds being held in the IPO trust account from a money market fund invested primarily in municipal bonds into the Federated Treasury Obligations Fund - Institutional Shares ($33.5 billion in assets as of September 30, 2008), a money market fund invested in U.S. treasury and treasury repurchase agreements. The fund is held in a brokerage account at Barclays Capital. The IPO trust account assets are held in a custodial account at State Street Bank & Trust. The transfer of $55,222,377 in IPO trust account assets was effected at par on October 7~~, 2008.~~

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

On January 27, 2009 the Company’s Board of Directors set a meeting date of February 16, 2009 for the Company’s special meeting of stockholders to be held to consider proposals to approve certain amendments to the Company’s certificate of incorporation to allow the Company to distribute the proceeds of the Company’s IPO trust account to the holders of its Class B common stock, and to allow the Company to continue its corporate existence after the distribution of the trust account, without requiring the dissolution and liquidation of the Company or to approve the dissolution and liquidation of the Company.

At a special meeting of stockholders held on February 16, 2009, the Company’s stockholders approved a proposal to distribute the Company’s trust fund for the benefit of its Class B common stockholders, without the requirement that the Company dissolve and liquidate. As a result of the stockholder vote, the Company filed an amendment to its certificate of incorporation which resulted in the cancellation of all shares of the Company’s Class B common stock, and the conversion of those shares into the right to receive a pro rata share of the trust fund distribution. Thereafter, the Company’s Class B common stock and Series B Units ceased to be quoted on the over-the-counter bulletin board and ceased to trade or be ~~tradeable~~tradable, and the trust fund was distributed to the holders of Class B common stock. The total amount of funds in the Trust Fund distributed to the holders of Class B common stock was $55,315,709. FIIG, the largest holder of shares of the Company’s common stock, became the Company’s majority stockholder as a result of the cancellation of the outstanding Class B common stock.

At a continuation of the special stockholder meeting held on February 17, 2009, the Company’s stockholders (then consisting only of holders of common stock) approved proposals to amend and restate the Company’s certificate of incorporation to (1) remove certain blank check company-related restrictions, including provisions which required the Company to dissolve following the distribution of the trust account and provisions authorizing the Class B common stock, and (2) increase the authorized shares of common stock from 40,000,000 shares to 80,000,000 shares. As a result of this stockholder vote, the Company filed an amended and restated certificate of incorporation, which allowed the Company to continue its corporate existence following the distribution of the trust fund.

At a meeting of the Company’s Board of Directors held on March 13, 2009, the Board of Directors appointed Richard J. Roth, FIIG’s Managing Director and Chief Financial Officer, and Abhishek Jain, Chief Executive Officer of WTP Capital, LLC, to the Board of Directors. Immediately following the appointment of Mr. Roth and Mr. Jain, each of the remaining members of the Board of Directors, Matty Karp, Carmel Vernia and Dror Gad, resigned from the Board of Directors and as officers of the Company, resulting in Mr. Roth and Mr. Jain continuing as the sole members of the Board of Directors.

On December 16, 2009 and June 29, 2010, an officer and shareholder of the company advanced the company $10,000 and $15,392, respectively, in order to continue to fund its operations. The advances were non-interest bearing. These advances were later converted into shareholders equity.

On June 30, 2010 the company issued and sold 1,400,000 shares of common stock (par value of $.0001) at a price of $.01 per share (total proceeds of $14,000) to Moorland Lane Partners, LLC (holder of 57% of the common shares issued and outstanding after the transaction) (“Moorland”). Upon purchase of these shares, the sole director of the company (Richard J. Roth) resigned and was replaced with a designee director of Moorland.

On July 1, 2010, ~~a shareholder of~~ the ~~company~~Company ~~entered~~issued ~~into~~ a promissory note upin tothe anoriginal principal amount ~~not~~of ~~to exceed~~ $50,000 ~~with~~to Moorland. The promissory note bears interest at athe rate of 10% ~~annually~~per annum and iswas due and payable on July 1, 2011. The ~~lender~~Company ~~has~~and ~~advanced~~Moorland ~~$36,000~~agreed ~~against~~to amend the terms of the note asand, pursuant to terms of the amendment, the maturity date of the promissory note was extended to July 311, ~~2010~~2012.

On December 27, 2010, the Company issued a promissory note in the original principal amount of $35,000 to Moorland. The promissory note bears interest at the rate of 6% per annum and is due and payable on December 27, 2012. In consideration of the issuance of the promissory note, the Company issued a warrant to purchase 16,000,000 shares of the Company’s common stock to Moorland at an exercise price of $.02 per share. On March 10, 2011, Moorland exercised the warrant on a cashless basis, and as a result of such exercise, received 15,784,903 shares of the Company’s common stock. The remaining 215,097 shares were withheld by the Company in consideration for the exercise of the warrant.

~~Going concern consideration~~8

AtInterim ~~April~~Financial 30, 2011, the Company had $18,319 in cash, current liabilities of $57,999 and working capital deficit of $39,680. Further, the Company has incurred and expects to continue to incur costs in pursuit of its acquisition plans. These factors, among others, indicate that the Company may be unable to continue operations as a going concern unless further financing is consummated. There is no assurance that the Company’s plans to raise capital or to consummate a transaction will be successful.Statements

~~Interim~~The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the year ended July 31, 2010, included in the Company’s Form 10-K filed on November 14, 2011. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management necessary for a fair presentation of the Company’s financial position and results of operations. The operating results for the three months ended October 31, 2011 are not necessarily indicative of the results to be expected for any other interim period of an future year.

~~The~~Going ~~accompanying~~Concern unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the year ended July 31, 2010, included in the Company’s Form 10-K filed on November 15, 2010. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management necessary for a fair presentation of the Company’s financial position and results of operations. The operating results for both the three months and nine months ended April 30, 2011 are not necessarily indicative of the results to be expected for any other interim period of an future year.Consideration

At October 31, 2011, the Company had $3,630 in cash, current liabilities of $59,880 and working capital deficit of $56,250. Further, the Company has incurred and expects to continue to incur costs in pursuit of its acquisition plans. These factors, among others, indicate that the Company may be unable to continue operations as a going concern unless further financing is consummated. There is no assurance that the Company’s plans to raise capital or to consummate a transaction will be successful.

NOTE 2 – OFFERING

In the Offering, effective July 11, 2006, the Company sold to the public an aggregate of 532,500 Series A Units (the “Series A Units” or a “Series A Unit”) and 5,118,000 Series B Units (the “Series B Units” or a “Series B Unit”) at a price of $8.50 and $10.10 per unit, respectively. Proceeds from the Offering, totaled approximately $52.9 million, which was net of approximately $3.3 million in underwriting expenses and other registration costs incurred through July 26, 2006. Each Series A Unit consists of two shares of the Company’s common stock, and ten Class Z Warrants (each a “Class Z Warrant”). Each Series B Unit ~~consists~~consisted of two shares of the Company’s Class B common stock, and two Class W Warrants (each a “Class W Warrant”).

Each Class W Warrant included in the units sold in the Offering entitles the holder to purchase from the Company one share of common stock at an exercise price of $5.00, subject to adjustment in certain circumstances, commencing on the later of (a) July 11, 2007 and (b) the completion of a Business Combination. The Class W Warrants ~~will~~expired ~~expire~~ on July 10, 2011 ~~or earlier upon redemption~~. Each Class Z Warrant included in the units sold in the Offering entitles the holder to purchase from the Company one share of common stock at an exercise price of $5.00, subject to adjustment in certain circumstances, commencing on the later of (a) July 11, 2007 and (b) the completion of a Business Combination. The Class Z Warrants will expire on July 10, 2013 or earlier upon redemption. The Company may redeem the outstanding Class W Warrants and/or Class Z Warrants with the prior consent of HCFP/Brenner Securities LLC (“HCFP”), the representative of the underwriters of the Offering, in whole or in part, at a price of $.05 per warrant at any time after the warrants become exercisable, upon a minimum of 30 days’ prior written notice of redemption, and if, and only if, the last sale price of the Company’s common stock equals or exceeds $7.50 per share and $8.75 per share, for a Class W Warrant and a Class Z Warrant, respectively, for any 20 trading days within any 30 trading day period ending three business days before the Company sent the notice of redemption.

The Company has also sold to certain of the underwriters, for an aggregate of $100, an option (the “Underwriter’s Purchase Option” or “UPO”) to purchase up to a total of 25,000 additional Series A Units and/or 230,000 additional Series B Units (see Note 6).

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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 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.

INVESTMENTS HELD IN TRUST – Investments held in the Trust Fund at July 31, 2008 consisted of municipal money fund securities with maturities of up to 30 days. Such securities generate current income which is exempt from federal income tax and therefore no provision for income taxes is required for the periods ended October 31, 2009 or 2008. The entire amount in the Trust Fund was transferred on October 7, 2008 at par into the Federated Treasury Obligations Fund - Institutional Shares ($33.5 billion in assets as of September 30, 2008), a money market fund invested in U.S. treasury and treasury repurchase agreements. The fund was held in a brokerage account at Barclays Capital. (See Note 1 – Organization and Business Operations). On February 16, 2009 the total amount of funds in the Trust Fund totaling $55,315,709 were distributed to the holders of the Class B Common Stock.

INCOME TAXES – Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are based in enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized. Franchise taxes incurred in the State of Delaware are included in general and administrative expenses.

NET INCOME (LOSS) PER SHARE – Net income (loss) per share is computed based on the weighted average number of shares of common stock and Class B common stock outstanding.

Basic earnings (loss) per share is computed by dividing income (loss) available to common stockholders by the weighted average common shares outstanding for the period. Basic net income per share is calculated by dividing net income attributable to (1) common and Class B stockholders and (2) Class B common stockholders subject to possible conversion by their weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Since the effect of outstanding warrants to purchase common stock and the UPO are antidilutive, as their exercise prices are greater than the average market price of common stock during the period, they have been excluded from the Company’s computation of net income per share. Therefore, basic and diluted income per share were the same for the period from inception (August 1, 2005) through ~~April~~October 3031, 2011.

FAIR VALUE OF FINANCIAL INSTRUMENTS – FASB ASC Topic 820, “Fair Value measurement and Disclosures”, an Accounting Standard Update. In September 2009, the FASB issued this Update to amendments to Subtopic 82010, “Fair Value Measurements and Disclosures”. Overall, for the fair value measurement of investments in certain entities that calculates net asset value per share (or its equivalent). The amendments in this Update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this Update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this Update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this Update, such as the nature of any restrictions on the investor’s ability to redeem its investments at the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be made by the investee), and the investment strategies of the investees. The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in GAAP on investments in debt and equity securities in paragraph 320-10-50-lB. The disclosures are required for all investments within the scope of the amendments in this Update regardless of whether the fair value of the investment is measured using the practical expedient. The amendments in this Update apply to all reporting entities that hold an investment that is required or permitted to be measured or disclosed at fair value on a recurring or non -recurring basis and, as of the reporting entity’s measurement date, if the investment meets certain criteria The amendments in this Update are effective for the interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued.

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

NEW ACCOUNTING PRONOUNCEMENTS

11Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s financial statements.

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s financial statements

NOTE 4 – COMMITMENTS

Administrative Services

Commencing on July 11, 2006, the effective date of the Offering, the Company was obligated to pay an affiliate of the Company’s chief financial officer, $7,500 per month for office, secretarial and administrative services. An amount of $0 for both the three and nine month periods ended ~~April~~October 3031, 2011 and 2010, respectively, is included in general and administrative expenses on the accompanying statements of operations and $202,984 for period from Inception (August 1, 2005) to ~~April~~October 3031, 2011. The administrative service agreement was terminated on October 18, 2008.

1210

Financial Advisory Services

The Company had engaged HFCP, on a non-exclusive basis, to act as its investment banker in connection with a proposed Business Combination. For assisting the Company in structuring and negotiating the terms of a Business Combination, the Company would have paid HCFP a cash transaction fee of $1,500,000 upon consummation of a Business Combination. The agreement has been terminated.

Solicitation Services

The Company had engaged HCFP, on a non-exclusive basis, to act as its agent for the solicitation of the exercise of the Company’s Class W Warrants and Class Z Warrants. In consideration for solicitation services, the Company would have paid HCFP a commission equal to 5% of the exercise price for each Class W Warrant and Class Z Warrant exercised after July 10, 2007 if the exercise is solicited by HCFP. No solicitation services were provided during the three ~~and nine~~ month periods ended ~~April 30~~October 31, 2011 and 2010. The agreement has been terminated.

NOTE 5 – CAPITAL STOCK

Preferred Stock

The Company is authorized to issue up to 5,000 shares of Preferred Stock with such designations, voting, and other rights and preferences as may be determined from time to time by the Board of Directors. No preferred shares were issued and outstanding at ~~April 30~~October 31, 2011 or 2010.

Common Stock and Class B Common Stock

The Company is authorized to issue 80,000,000 shares of common stock. As of ~~April~~October 3031, 2011, there are 18,250,003 shares of the Company’s common stock issued and outstanding. As of ~~April~~October 3031, 2011, there are 29,782,097 authorized but unissued shares of the Company’s common stock available for future issuance, after appropriate reserves for the issuance of common stock in connection with the Class ~~W Warrants and Class~~ Z Warrants, the Underwriters Purchase Option and the officer’s and director’s Class W Warrants ~~and Class Z Warrants~~.

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

NOTE 6 – WARRANTS AND OPTION TO PURCHASE COMMON STOCK

Warrants

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

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

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

Prior to entering into to the registration rights agreement and the letter agreement on January 31, 2006, the Company accounted for the Class W and Class Z Warrants issued to the initial security holders as liabilities in accordance with the guidance of EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Accordingly, the Company recorded the fair value of the warrants of $247,500 as a non-current liability on its balance sheet from the date of issuance through January 31, 2006. As a result of entering into the registration rights agreement, the warrants no longer are accounted for as liabilities and are classified in stockholder’s equity. For the period from inception (August 1, 2005) to ~~April 30~~October 31, 2011, no income (loss) was recorded related to recording the derivative to market value as there was no change in the fair value of such securities. The Company determined the fair value of the Class W and Class Z Warrants issued in August 2005 based on the aggregate purchase price paid to the Company of $247,500, or $0.05 per Warrant.

1311

On January 31, 2006, the date of reclassification of the Warrants from liability to equity, the Company estimated that the fair value of the Class W and Class Z Warrants was still $0.05 per Warrant. The determination to value the Warrants at $0.05 was based on the cash purchase price paid in August 2005 by the holders, the fact that the Warrants were not publicly traded, the inherent price of $0.05 per Warrant contained in the Series A and Series B Units which were sold in the Offering, and an evaluation of the differences in the rights and privileges of the Warrants sold and issued in August 2005 versus the Warrants which were sold in the Offering.

Each Class W Warrant issued in the Offering and to the initial security holders iswere exercisable with cash for one share of common stock. Except as set forth below, the Class W Warrants ~~entitle~~entitled the holder to purchase shares at $5.00 per share, subject to adjustment in the event of stock dividends and splits, reclassifications, combinations and similar events for a period commencing on the later of: (a) completion of the Business Combination and (b) July 10, 2007 and ending July 10, 2011. At ~~April 30~~October 31, 2011 there were ~~12,711,000~~no Class W Warrants outstanding.

Each Class Z Warrant issued in the Offering and to the initial security holders is exercisable with cash for one share of common stock. Except as set forth below, the Class Z warrants entitle the holder to purchase shares at $5.00 per share, subject to adjustment in the event of stock dividends and splits, reclassifications, combinations and similar events for a period commencing on the later of: (a) completion of the Business Combination and (b) July 10, 2007 and ending July 10, 2013. At ~~April~~ 30October 31, 2011 there were 7,800,000 Class Z Warrants outstanding.

The Class ~~W Warrants and Class~~ Z Warrants outstanding prior to the Offering, all of which are held by the Company’s initial security holders or their affiliates, shall not be redeemable by the Company as long as such warrants continue to be held by such security holders or their affiliates. Except as set forth in the preceding sentence, the Company may redeem the Class ~~W Warrants and/or Class~~ Z Warrants with the prior consent of HCFP, in whole or in part, at a price of $.05 per warrant at any time after the warrants become exercisable, upon a minimum of 30 days’ prior written notice of redemption, and if, and only if, the last sale price of the Company’s common stock equals or exceeds $7.50 per share and $8.75 per share, for a Class W Warrant and Class Z Warrant, respectively, for any 20 trading days within a 30 trading day period ending three business days before the Company sent the notice of redemption (the “Measurement Period”). In addition, the Company may not redeem the Class ~~W Warrants and/or the Class~~ Z Warrants unless the shares of common stock underlying such warrants are covered by an effective registration statement from the beginning of the measurement period through the date fixed for redemption.

The Class ~~W and Class~~ Z Warrants issued in the Offering will not be exercisable unless a registration statement covering the securities underlying the warrants is effective or an exemption from registration is available. Accordingly if the warrants are not able to be exercised such warrants may expire worthless. The Company has no obligation to net cash settle the exercise of the warrants.

The holders of Class ~~W Warrants and Class~~ Z Warrants do not have the rights or privileges of holders of the Company’s common stock or any voting rights until such holders exercise their respective warrants and receive shares of the Company’s common stock. As the proceeds from the exercise of the Class WZ Warrants ~~and~~will ~~Class~~not Zbe received until after the completion of a Business Combination, the expected proceeds from exercise will not have any effect on the Company’s financial condition or results of operations prior to a Business Combination.

Warrants will not be received until after the completion of a Business Combination, the expected proceeds from exercise will not have any effect on the Company’s financial condition or results of operations prior to a Business Combination.

On December 27, 2010, the Company issued a promissory note in the original principal amount of $35,000 to Moorland. In consideration of the issuance of the promissory note, the Company issued a warrant to purchase 16,000,000 shares of the Company’s common stock to Moorland at an exercise price of $.02 per share. On March 10, 2011, Moorland exercised the warrant on a cashless basis, and as a result of such exercise, received 15,784,903 shares of the Company’s common stock.

Underwriter Purchase Option

In connection with the Offering, the Company has issued to certain of the underwriters the UPO for $100 to purchase up to 25,000 Series A Units at an exercise price of $14.025 per unit and/or up to 230,000 Series B Units at an exercise price of $16.665 per unit. The Series A Units and Series B Units underlying the UPO will be exercisable in whole or in part, solely at HCFP’s discretion, commencing on the later of (a) completion of a Business Combination and (b) July 10, 2007 and ending July 10, 2011. The fair value of the UPO, inclusive of the receipt of the $100 cash payment, has been accounted as an expense of the Offering resulting in a charge directly to stockholders’ equity with a corresponding credit to additional paid-in-capital. The Company computed the fair value of the 25,000 Series A Units and 230,000 Series B Units underlying the UPO was approximately $641,000 using a Black-Scholes option-pricing model.

The fair value of the UPO granted was estimated as of the date of grant using the following assumptions: (1) expected volatility of 38.419%, (2) risk-free interest rate of 5.10% and (3) contractual life of 5 years. The UPO may be exercised for cash or on a “cashless” basis, at the holder’s option, such that the holder may use the appreciated value of the UPO (the difference between the exercise prices of the UPO and the underlying warrants and the market price of the units and underlying securities) to exercise the UPO without the payment of any cash. Each of the Series A Units and Series B Units included in the UPO are identical to the Series A Units and Series B Units sold in the Offering, except that the exercise price of the Class W Warrants underlying the Series B Units and the Class Z Warrants underlying the Series A Units will be $5.50 per share and the Class Z Warrants underlying the Series A Units shall only be exercisable until the fifth anniversary of the Offering.

During the registration process for the offering, the Company amended the form of UPO to clarify that the Company has no obligation to net cash settle the exercise of the UPO or the warrants underlying the UPO. The holder of the UPO will not be entitled to exercise the UPO or the warrants underlying the UPO unless a registration statement covering the securities underlying the UPO is effective or an exemption from registration is available. If the holder is unable to exercise the UPO or underlying warrants, the UPO or warrants, as applicable, will expire worthless.

15NOTE 7 – SUBSEQUENT EVENTS

On December 14, 2011, the Company and Moorland Lane Partners, LLC, an investor and debt holder, entered into a First Amendment to Promissory Note that amended the promissory note, or the Note, issued to Moorland on July 1, 2010 in the original principal amount of $50,000.00 ($36,000 of which was outstanding at October 31, 2011). Pursuant to the Amendment, the Note, which bears interest at the rate of 10% per annum, is due and payable on July 1, 2012.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear elsewhere in this report and in our annual report on Form 10-K for the year ended July 31, ~~2010~~2011.

This report includes forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect,” “will,” “should,” “seeks” or other similar expressions. Forward-looking statements reflect our plans, expectations and beliefs, and involve inherent risks and uncertainties, many of which are beyond our control. You should not place undue reliance on any forward-looking statement, which speaks only as of the date made. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report as well as in “Risk Factors” in Item 1A of Part I of our annual report on Form 10-K for the year ended July 31, ~~2010~~2011.

General

We were formed on August 1, 2005 to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with a currently unidentified operating business which has operations or facilities located in Israel, or which is a company operating outside of Israel which our management believes would benefit from establishing operations or facilities in Israel. On July 18, 2006, we completed our initial public offering of 500,000 Series A Units and 4,600,000 Series B Units. We have neither engaged in any operations, nor generated any revenues, nor incurred any debt or expenses other than in connection with our initial public offering and thereafter, expenses related to identifying and pursuing acquisitions of targets and expenses related to liquidating our trust fund for the benefit of our Class B common stockholders and reconstituting the Company as an ongoing business corporation. We have incurred expenses only in connection with (i) the preparation and filing of our quarterly reports on Form 10-Q, annual reports on Form 10-K and proxy statements in connection with the February 16, 2009 Stockholders’ Meeting and (ii) travel expenses related to finding and developing acquisition candidates. Our travel expense policies are consistent with good business practice, and we try to minimize such costs to the extent possible.

At a special meeting of our stockholders held on February 16, 2009, our stockholders approved a proposal to distribute our trust fund for the benefit of our Class B common stockholders, without the requirement that we dissolve and liquidate. As a result of the stockholder vote, we filed an amendment to our certificate of incorporation which resulted in the cancellation of all shares of our Class B common stock, and the conversion of those shares into the right to receive a pro rata share of the trust fund distribution. Thereafter, our Class B common stock and Series B Units ceased to be quoted on the Over-The-Counter bulletin board and ceased to trade or be tradable, and the trust fund was distributed to the holders of Class B common stock.

At a continuation of the special stockholder meeting held on February 17, 2009, our stockholders (then consisting only of holders of common stock) approved proposals to amend and restate our certificate of incorporation to (i) remove certain blank check company-related restrictions, including provisions which required us to dissolve following the distribution of the trust fund and provisions authorizing the Class B common stock, and (ii) increase the authorized shares of common stock from 40,000,000 shares to 80,000,000 shares. As a result of this stockholder vote, we filed an amended and restated certificate of incorporation, which allowed us to continue our corporate existence following the distribution of the trust fund.

Our current plan is to acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our current business consists solely of identifying, researching and negotiating the purchase of a business management deems to be in the best interest of our shareholders. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. We cannot assure you that we will be able to locate an appropriate target business or that we will be able to engage in a business combination with a target business on favorable terms.

Results of Operations

Net loss for the three months ended ~~April~~October 3031, 2011 increased to $1213,~~633~~161 compared to a net loss for the ~~same~~ prior~~-year~~ comparable period of $109,~~806~~947. Net loss for the three months ended ~~April~~October 3031, 2011 consisted of professional fees of $96,~~588,~~557 ~~Delaware franchise taxes of $125~~ and other general and administrative expenses of $26,~~920~~604. Net loss for the three months ended ~~April~~October 3031, 2010 consisted of professional fees of $34,~~850~~399, Delaware franchise taxes of $~~5,956~~100 and other general and administrative operating expenses of $25,~~920~~448.

1614

Net income for the period from inception (August 1, 2005) to ~~April~~October 3031, 2011 of $2,~~049~~032,~~190~~620, consisted of interest income of $3,715,745, offset by professional fees of $~~873~~895,~~459~~001, Delaware franchise taxes of $236,001 and other operating expenses of $~~557~~566,~~095~~697, which includes a monthly administrative services agreement with an affiliate, and insurance and travel expenses.

Liquidity and Capital Resources

We consummated our initial public offering of 500,000 Series A units and 4,600,000 Series B units on July 18, 2006. On July 26, 2006, we consummated the closing of an additional 32,500 Series A Units and 518,000 Series B Units that were subject to the over-allotment option. Proceeds from our initial public offering were approximately $52.9 million, net of underwriting and other expenses of approximately $3.3 million, of which $51,691,800 was deposited into the trust fund with American Stock Transfer & Trust Company as trustee, and the remaining $1.2 million was held outside of the trust fund. The proceeds held outside the trust are available to be used by us, and are being used by us, to provide for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The proceeds held in the trust fund were distributed to our Class B stockholders beginning on February 18, 2009 (see Note 3 to the accompanying financial statements included elsewhere in this report).

As indicated in the accompanying financial statements, at ~~April~~October 3031, 2011, we had $183,~~319~~630 in cash and cash equivalents, current liabilities of $5759,~~999~~880 and working capital deficit of $3956,~~680~~250. Further, we have incurred and expect to continue to incur costs in pursuit of acquisition plans. We believe that we will need to raise capital to fund ongoing operations, and we may be unable to continue operations unless further financings are consummated. Costs for ongoing operations are anticipated to include the compliance cost of continuing to remain a public reporting company, and to fund the acquisition of an operating business. There is no assurance that our plans to raise capital or to consummate a transaction will be successful.

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended, or Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s, or SEC, rules, regulations and related forms, and that such information is accumulated and communicated to our officers to allow timely decisions regarding required disclosure.

As of ~~April~~October 3031, 2011, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and our chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting during the quarter ended ~~April~~October 3031, 2011 that have materially affected or are reasonably likely to materially affect our internal controls.

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PART II

Item 1. Legal Proceedings

To the knowledge of our officers and directors, we are not a party to any legal proceeding or litigation.

Item 1A. Risk Factors

“Item 1A. Risk Factors” of our annual report on Form 10-K for the year ended July 31, ~~2010~~2011 includes a discussion of our risk factors. There have been no material changes to risk factors as previously disclosed in our annual report on Form 10-K filed with the Securities and Exchange Commission on November 1514, ~~2010~~2011.

Item 6. Exhibits

Exhibit
Number		Exhibit
3.1(1)		Third Amended and Restated Certificate of Incorporation.

3.2(2)		Bylaws.

31.1*		Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.

31.2*		Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.

32.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed herewith.

(1)	Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on March 19, 2009.

(2)	Incorporated by reference to an exhibit to the Registrant’s Registration Statement of Form S-1 filed with the Commission on September 15, 2005.

1816

SIGNATURES

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

	ISRAEL GROWTH PARTNERS ACQUISITION CORP.

	By:	/s/ Craig Samuels
		Craig Samuels
		Director, Chief Executive Officer and President

Date: ~~June~~ December 1715, 2011

1917

INDEX TO EXHIBITS

Exhibit
Number		Exhibit
31.1		Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.

31.2		Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filing Compare · ISRAEL GROWTH PARTNERS ACQUISITION CORP.