UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

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

For the fiscal year ended July 31, ~~2011~~2012

¨	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, MD 20814

301-502-8602

(Address including zip code, and telephone number, including area code, of principal executive offices)

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

None

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

Common Stock, par value $.0001 per share

Class Z Warrants, each to purchase one share of common stock

Series A Units, each consisting of two shares of common stock and ten Class Z warrants

(Title of Class)

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ

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 (the “Exchange Act”) 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 þ¨

Indicate by check mark whether the registrant (1) 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 (Section 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 ¨þ

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 the 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. ¨

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

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

The aggregate market value of the common stock held by nonaffiliates of the registrant (236,088 shares) based on the $0.02 1 closing price of the registrant’s common stock as reported on the Over-~~the~~The-Counter ~~bulletin~~Bulletin ~~board~~Board on January 31, ~~2011~~2012, was approximately $423,~~271~~608.7680. For purposes of this computation, all officers, directors and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors or 10% beneficial owners are, in fact, affiliates of the registrant.

As of ~~November 11~~October 26, ~~2011~~2012, there were 18,250,003 outstanding shares of the registrant’s common stock.

CAUTIONARY NOTES REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-K contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “intends,” “potential” and similar expressions intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in greater detail under the heading “Risk Factors” in Item 1A. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as required by law, we assume no obligation to update any forward-looking statements after the date of this report.

PART I

Item 1. Business.

Overview

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, (ii) the preparation and filing of the Form F-4 in connection with the proposed Merger (iias discussed below), and (iii) 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 that 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~~Bulletin ~~board~~Board and ceased to traded 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.

We believe that our previous focus on operating businesses which have operations or facilities located in Israel, or which are operating outside of Israel but would benefit from establishing operations or facilities in Israel, was too limiting and we ~~are~~broadened ~~now broadening~~ our search without regard to the industry in which potential targets operate. We seek a business that is profitable, has positive cash flow, has significant growth potential, and which can benefit from (i) the advantages which typically accrue to a public company, such as greater visibility, greater ability to finance growth through acquisition, and greater ability to attract talent by offering incentive and contingent compensation, and (ii) the strategic, financial and operational expertise and experience our management can offer on an ongoing basis. To that end, on August 28, 2012, the Company entered into a Merger Agreement (the “Merger Agreement”) with Macau Resources Group Limited, a British Virgin Islands company (“Macau”) and the shareholders of Macau, pursuant to which the Company will merge with and into Macau and the separate corporate existence of the Company will cease and Macau will survive such merger (the “Merger”). Under the terms of the Merger Agreement, each share of the Company’s common stock will convert into the right to receive one-twentieth (1/20th) of a Macau ordinary share and the Macau ordinary shares should continue to be quoted on the Over-The-Counter Bulletin Board and Macau will remain subject to the United States Securities and Exchange Commission (“SEC”) reporting requirements. However, we expect that Macau will become a foreign private issuer upon the consummation of the Merger. As such, it will be subject to reduced reporting requirements. Under the Merger Agreement, subject to the satisfaction or waiver of certain conditions, the current shareholders of Macau will hold a total of 14,295,836 ordinary shares of Macau, representing approximately 94% of the total number of issued and outstanding shares of Macau. Current stockholders of the Company will own approximately 6% of the total number of issued and outstanding shares of Macau upon the closing of the Merger. The Merger is subject to customary closing conditions, including Macau’s Registration Statement on Form F-4 filed with the SEC on September 12, 2012 being declared effective with the SEC.

We are a “blank check” company. The Securities Act of 1933 defines such companies as “any development stage company that is issuing a penny stock (within the meaning of section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and that (A) has no specific business plan or purpose; or (B) has indicated that its business plan is to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under the ~~Securities~~ Exchange Act ~~of 1934 (the Exchange Act)~~, we also qualify as a “shell company,” because we have no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.

~~Our~~If ~~current~~the Merger does not become effective, our plan is to continue 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 that our management deems to be in the best interest of our ~~shareholders~~stockholders. Our principal business objective for the next 12 months and beyond such time will be, in the event that the Merger does not become effective, 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. WeThe pending Merger with Macau is not guaranteed to occur, and in such event, 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.

The analysis of new business opportunities will be undertaken by or under the supervision of our officers and directors. WeIn ~~are~~our ~~not~~analysis ~~currently~~of athe ~~party~~transaction ~~to any definitive agreement~~ with ~~any~~Macau ~~party. We have unrestricted flexibility in seeking, analyzing~~ and any ~~participating~~future ~~in potential business opportunities. In our~~ effort to analyze potential acquisition targets, we will consider the following kinds of factors:

Potential for growth, indicated by new technology, anticipated market expansion or new products;

Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

Strength and diversity of management, either in place or scheduled for recruitment;

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;

The cost of our participation as compared to the perceived tangible and intangible values and potentials;

The extent to which the business opportunity can be advanced;

The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

Other relevant factors.

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 available for investigation, we may not discover or adequately evaluate adverse facts concerning possible acquisition opportunities.3

~~Management~~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 available for investigation, we may not discover or adequately evaluate adverse facts concerning possible acquisition opportunities.

In connection with the changes to our business identified above, we expect that our management may change in the future. Craig Samuels is expected to continue as our President and our sole director indefinitely. However, in light of the our new, broader investment focus beyond Israel and the expectation we may raise additional capital to fund ongoing operations, it is likely that the composition of our board of directors will change to include representation by or with respect to the individuals or institutions providing that additional capital.Management

3In connection with the changes to our business identified above, we expect that our management may change in the future. If the Merger with Macau is consummated, the shareholders of Macau will (i) own a majority of the outstanding ordinary shares of the Company immediately following the completion of the Merger, and (ii) have the significant influence and the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity, and Macau’s senior management will dominate the management of the combined entity immediately following the completion of the Merger.

NoSources ~~Identified~~of Target ~~Business~~Businesses

ToIf ~~date~~the Merger does not become effective, webased ~~have~~on ~~not~~our ~~identified~~management’s ~~any~~experience ~~specific~~in ~~potential~~finance and industry and with transactions involving the acquisition ~~candidates~~of ~~other~~operating ~~than~~businesses, ~~those~~we ~~associated~~believe ~~with~~that there are numerous acquisition candidates. In general, our ~~previous~~review ~~focus~~procedure is onexpected ~~Israel~~to ~~and~~be ~~referred~~as follows: Once an operating business passes an initial screening intended to eliminate any obviously unsuitable candidates, we will examine it through analysis of available information and general due diligence. We will then pursue in ~~previous~~more detail ~~public~~and ~~disclosures~~at greater expense in time, money and weeffort ~~have~~the ~~not~~most ~~made~~promising ~~preliminary~~businesses orwe ~~firm~~identify. ~~offers~~In addition to orour ~~completed~~management’s, directors’ aand ~~business~~advisors’ ~~combination~~extensive ~~with~~experience ~~any~~and personal networks, potential target. Webusinesses ~~cannot~~may ~~assure~~be ~~you~~brought ~~that~~to our weattention ~~will~~by various unaffiliated sources, including securities broker-dealers, investment bankers, venture capitalists, bankers and other members of the financial community. Target businesses may be ~~able~~brought to ~~identify~~our attention by such unaffiliated sources as a ~~target~~result ~~business~~of being solicited by us through calls, meetings or ~~that~~mailings. These sources may also introduce us to target businesses they think we ~~will~~may be ~~able~~interested in on an unsolicited basis, since we are known to ~~engage~~be looking for acquisition candidates. We may agree (and have agreed in the past) to pay unaffiliated parties a ~~business~~fee ~~combination~~if a purchase transaction is consummated with athe target company ~~business~~brought onto ~~favorable~~our orattention ~~acceptable~~by ~~terms~~such a party. Our management continues to broaden its network of contacts by attending seminars, trade shows and conventions. We ~~have~~may ~~virtually~~engage ~~unrestricted~~firms ~~flexibility~~in the finance or transaction businesses in ~~identifying~~the ~~and~~future, ~~selecting~~in which event we may pay a ~~prospective~~finder’s ~~acquisition~~fee ~~candidate.~~or ~~Although~~other ~~our~~compensation ~~management~~to ~~will~~them ~~endeavor~~in an amount and on such terms to ~~evaluate~~be determined at the ~~risks~~time ~~inherent~~of the engagement in an arm’s length negotiation. A finder’s fee or other compensation payable by us might be conditioned, in whole or in part, on the consummation of the related acquisition and would likely be a ~~particular~~percentage ~~target~~of ~~business~~the fair market value of the transaction, with wethe ~~cannot~~percentage ~~assure~~to ~~you~~be ~~that~~determined weon ~~will~~an ~~properly~~arm’s ~~ascertain~~length orbasis ~~assess~~based ~~all~~on ~~significant~~market ~~risk~~conditions ~~factors~~at the time we enter into an agreement with a finder or broker.

~~Sources of Target Businesses~~Competition

~~Based~~In onidentifying, ~~our~~evaluating ~~management’s experience in finance~~ and ~~industry~~selecting a ~~and~~target ~~with transactions involving the acquisition of operating businesses~~business, we ~~believe~~may ~~that~~encounter ~~there~~intense ~~are~~competition ~~numerous~~from ~~acquisition~~other ~~candidates.~~entities Inhaving ~~general,~~a ~~our review procedure is expected to be as follows: Once an operating~~ business ~~passes~~objective ansimilar ~~initial screening intended~~ to ~~eliminate any obviously unsuitable candidates, we will examine it through analysis of available information and general due diligence~~ours. WeThere are ~~will~~numerous ~~then~~“public ~~pursue~~shell” incompanies ~~more~~either ~~detail~~actively ~~and~~or atpassively ~~greater~~seeking ~~expense~~operating ~~in time, money and effort the most promising~~ businesses wewith ~~identify.~~which ~~In addition~~ to ~~our~~merge in ~~management’s,~~addition ~~directors’ and advisors’ extensive experience and personal networks, potential target businesses may be brought~~ to ~~our~~a ~~attention~~large bynumber ~~various~~of ~~unaffiliated~~“blank ~~sources,~~check” ~~including~~companies ~~securities~~formed ~~broker-dealers, investment bankers, venture capitalists, bankers~~ and ~~other~~capitalized ~~members~~specifically ~~of the financial community. Target businesses may be brought~~ to ~~our~~acquire ~~attention~~operating ~~by such unaffiliated sources as a result of being solicited by us through calls, meetings or mailings. These sources may also introduce us to target~~ businesses ~~they think we may be interested in on an unsolicited basis~~. Additionally, ~~since~~ we are ~~known~~subject to becompetition ~~looking~~from ~~for~~other ~~acquisition~~companies ~~candidates.~~looking Weto ~~may~~expand ~~agree~~their ~~(and~~operations ~~have~~through ~~agreed in~~ the ~~past)~~acquisition ~~to pay unaffiliated parties~~ of a ~~fee if a purchase transaction is consummated with the~~ target ~~company brought to our attention by such a party~~business. ~~Our~~Many ~~management continues to broaden its network~~ of ~~contacts~~these byentities ~~attending~~are ~~seminars,~~well ~~trade~~established ~~shows~~ and ~~conventions.~~have Weextensive ~~may~~experience ~~engage~~identifying ~~firms~~and ineffecting ~~the~~business combinations ~~finance~~directly or ~~transaction~~through ~~businesses~~affiliates. inMany ~~the~~of ~~future,~~these incompetitors ~~which~~possess ~~event~~greater wetechnical, ~~may~~human ~~pay~~and ~~a finder’s fee or~~ other ~~compensation~~resources tothan us ~~them~~and inour anfinancial ~~amount~~resources ~~and~~will onbe ~~such~~relatively ~~terms~~limited towhen becontrasted ~~determined~~with atthose ~~the~~of ~~time~~many of ~~the~~these ~~engagement~~competitors. inOur anability to ~~arm’s~~compete ~~length~~in ~~negotiation.~~acquiring Acertain ~~finder’s~~sizable ~~fee~~target orbusinesses ~~other~~is ~~compensation~~limited ~~payable~~ by usour ~~might~~available befinancial ~~conditioned,~~resources. inThis ~~whole~~inherent orcompetitive limitation ingives ~~part,~~others onan ~~the~~advantage ~~consummation~~in ofpursuing the ~~related~~ acquisition ~~and~~of ~~would likely be~~ a ~~percentage~~target ofbusiness. ~~the~~Further, ~~fair~~our ~~market~~outstanding ~~value~~warrants ofand the future ~~transaction,~~dilution ~~with~~they ~~the~~potentially ~~percentage~~represent tomay not be ~~determined~~viewed onfavorably anby ~~arm’s~~certain ~~length~~target ~~basis based on market conditions at the time we enter into an agreement with a finder or broker~~businesses.

~~Competition~~4

InAny ~~identifying,~~of ~~evaluating~~these ~~and~~factors ~~selecting a target business, we~~ may ~~encounter~~place ~~intense~~us ~~competition~~at ~~from~~a competitive ~~other~~disadvantage ~~entities~~in ~~having~~successfully negotiating a business ~~objective similar to ours~~combination. ~~There~~Our ~~are~~management ~~numerous~~believes, ~~“public~~however, ~~shell”~~that ~~companies~~our ~~either~~status as ~~actively or passively seeking operating businesses with which to merge in addition to~~ a ~~large~~public ~~number~~entity ~~of “blank check” companies formed~~ and ~~capitalized~~potential ~~specifically~~access to ~~acquire~~the ~~operating~~United ~~businesses.~~States ~~Additionally,~~public weequity ~~are~~markets ~~subject~~may togive ~~competition~~us ~~from other companies looking to expand their operations through the acquisition of~~ a ~~target~~competitive ~~business.~~advantage ~~Many~~over ofprivately held ~~these~~ entities ~~are~~with ~~well~~a ~~established and have extensive experience identifying and effecting~~ business ~~combinations~~objective ~~directly~~similar orto ~~through~~ours affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. Our ability to ~~compete~~acquire ~~in acquiring certain sizable target businesses is limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of~~ a target business. ~~Further,~~on ~~our~~favorable ~~outstanding warrants and the future dilution they potentially represent may not be viewed favorably by certain target businesses~~terms.

~~Any~~If ofwe ~~these~~succeed ~~factors~~in ~~may~~effecting ~~place~~the usMerger ator another abusiness ~~competitive~~combination, ~~disadvantage~~there will be, in ~~successfully~~all ~~negotiating~~likelihood, aintense ~~business~~competition ~~combination.~~from ~~Our~~competitors ~~management~~of ~~believes,~~the ~~however,~~target ~~that~~business. Many of our ~~status~~target asbusiness’s acompetitors ~~public~~are ~~entity~~likely to be significantly larger and ~~potential~~have far greater financial and other resources than we will. Some of these competitors may be divisions or subsidiaries of large, diversified companies that have access to ~~the~~financial resources ~~United~~of ~~States~~their ~~public~~respective ~~equity~~parent ~~markets~~companies. Our target business may ~~give~~not usbe aable ~~competitive~~to ~~advantage~~compete ~~over~~effectively ~~privately~~with ~~held~~these ~~entities~~companies or maintain them as customers while competing with athem on other projects. In addition, it is likely that our target business ~~objective~~will face significant competition from smaller companies that have specialized capabilities in similar toareas. ~~ours~~We tocannot ~~acquire~~accurately apredict how our target business’s oncompetitive ~~favorable~~position ~~terms~~may be affected by changing economic conditions, customer requirements or technical developments. We cannot assure you that, subsequent to a business combination, we will have the resources to compete effectively.

4Facilities

IfOur wesole ~~succeed~~office inis ~~effecting~~located aat ~~business~~4808 ~~combination~~Moorland Lane, ~~there~~Suite ~~will~~109, beBethesda, inMaryland ~~all likelihood~~20814, ~~intense competition from competitors of the target business. Many of our target business’s competitors are likely to be significantly larger~~ and ~~have~~is ~~far~~presently ~~greater~~provided ~~financial~~free ~~and other resources than we will. Some~~ of ~~these~~charge ~~competitors~~by ~~may~~Moorland beLane ~~divisions~~Partners, ~~or subsidiaries of large~~LLC, ~~diversified~~one ~~companies that have access to financial resources~~ of their respective parent companies. Our target business may not be able to compete effectively with these companies or maintain them as customers while competing with them on other projects. In addition, it is likely that our ~~target business will face significant competition from smaller companies that have specialized capabilities in similar areas~~ stockholders. We ~~cannot~~consider ~~accurately predict how~~ our ~~target~~current ~~business’s~~office ~~competitive~~space ~~position~~adequate ~~may~~for beour ~~affected~~current ~~by changing economic conditions, customer requirements or technical developments~~operations. ~~We cannot assure you that, subsequent to a business combination, we will have the resources to compete effectively.~~

~~Facilities~~Employees

We do not have any employees. Our sole director ~~office~~currently serves in an executive capacity in order for the board of directors to be able to discharge its responsibilities until such time as we acquire an operating business. This individual has other business interests and is ~~located~~not atobligated ~~4808~~to ~~Moorland~~contribute any ~~Lane,~~specific ~~Suite~~number ~~109,~~of ~~Bethesda,~~hours ~~Maryland~~to ~~20814,~~our matters and intend to devote only as much time as they deems necessary to our affairs. The amount of time he will devote in any time period will vary based on whether a target business has been selected for a business combination and the stage of our business combination process. When a target business is ~~presently~~believed ~~provided~~to ~~free~~be worthy of ~~charge~~further byexamination as ~~Moorland~~a ~~Lane~~potential ~~Partners~~acquisition, ~~LLC,~~he ~~one~~will ofspend more time investigating that target business and negotiating a potential business combination (and consequently more time on our ~~shareholders~~affairs) than he will when no specific target business has been identified. We ~~consider~~do ~~our~~not ~~current~~intend to ~~office~~have ~~space~~any ~~adequate~~full-time ~~for~~employees ~~our~~prior ~~current~~to ~~operations~~the consummation of a business combination.

~~Employees~~Available Information

We dofile ~~not~~or ~~have~~submit ~~any~~to ~~employees.~~the ~~Our~~SEC ~~sole~~annual, ~~director~~quarterly and ~~currently~~current ~~serves~~periodic inreports, anproxy ~~executive~~statements ~~capacity~~and inother ~~order~~information ~~for~~meeting the ~~board~~informational requirements of ~~directors~~the toExchange beAct. While ~~able~~we todo ~~discharge~~not ~~its~~have ~~responsibilities~~a ~~until~~website ~~such~~with ~~time~~available asfilings, we ~~acquire~~will anprovide ~~operating~~at ~~business.~~no ~~This~~additional ~~individual~~charge, ~~has~~copies ~~other~~of ~~business~~these ~~interests~~reports, proxy and isinformation ~~not~~statements ~~obligated~~and toother ~~contribute~~information ~~any~~upon ~~specific~~request ~~number of hours~~ to our ~~matters~~address ~~and~~at ~~intend~~4808 toMoorland ~~devote~~Lane, ~~only~~Suite as109, ~~much~~Bethesda, ~~time~~Maryland 20814 ~~as they deems necessary to our affairs~~. ~~The~~You ~~amount~~may ofalso ~~time~~inspect heand ~~will~~copy ~~devote~~these inreports, ~~any~~proxy ~~time~~and ~~period~~information ~~will~~statements ~~vary~~and ~~based~~other oninformation, ~~whether~~and arelated ~~target~~exhibits and ~~business~~schedules, ~~has~~at ~~been~~the ~~selected~~Public ~~for~~Reference aRoom ~~business~~of ~~combination~~the ~~and~~SEC ~~the~~at ~~stage~~100 ofF ~~our~~Street, ~~business~~NE, ~~combination~~Washington, ~~process~~D.C. ~~When~~20549. aYou ~~target~~may ~~business~~obtain isinformation on ~~believed~~the tooperation ~~be worthy~~ of ~~further~~the ~~examination~~Public asReference aRoom ~~potential~~by ~~acquisition,~~calling hethe ~~will~~SEC ~~spend~~at ~~more~~1-800-SEC-0330. ~~time~~In ~~investigating~~addition, ~~that~~the ~~target~~SEC ~~business~~maintains ~~and negotiating~~ a ~~potential~~website ~~business~~that contains ~~combination~~reports, ~~(and~~proxy, ~~consequently~~information ~~more~~statements ~~time~~and onother ~~our~~information ~~affairs)~~filed ~~than~~electronically heby ~~will~~us ~~when~~with nothe ~~specific~~SEC ~~target~~which ~~business~~are ~~has~~available on ~~been identified. We do not intend to have any full-time employees prior to~~ the ~~consummation~~SEC’s ofwebsite aat ~~business combination~~http://www.sec.org.

~~Available Information~~5

WeItem ~~file or submit to the SEC annual, quarterly and current periodic reports, proxy statements and other information meeting the informational requirements of the Exchange Act~~1A. ~~While~~ weRisk do not have a website with available filings, we will provide at no additional charge, copies of these reports, proxy and information statements and other information upon request to our address at 4808 Moorland Lane, Suite 109, Bethesda, Maryland 20814 Factors. You may also inspect and copy these reports, proxy and information statements and other information, and related exhibits and schedules, at the Public Reference Room of the SEC at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website that contains reports, proxy, information statements and other information filed electronically by us with the SEC which are available on the SEC’s website at http://www.sec.org.

5As a smaller reporting company, we are not required to provide risk factors. However, we have included the following risk factors.

~~Item~~The 1Aownership of shares of our common stock is highly speculative and involves a high degree of risk. ~~Risk~~ ~~Factors~~Therefore, you should consider all of the risk factors discussed below, as well as the other information contained in this Annual Report and other reports filed by us with the SEC prior to considering any investment in us.

The ~~absence~~pending ofmerger ~~operations~~with ~~and~~Macau ~~revenues~~is ~~raises~~not ~~substantial~~guaranteed ~~doubt~~to ~~about~~occur. Compliance ~~our~~with ~~ability~~the toterms ~~continue~~of asthe aMerger ~~going~~Agreement ~~concern~~in the interim could adversely affect our business.

~~The~~If ~~report~~the ofMerger does not occur, it could have a material and adverse affect on our ~~independent~~business, ~~auditor~~results ~~included~~of inoperations ~~this~~and ~~report~~our ~~indicates~~stock ~~that~~price. weOn ~~are~~August in28, 2012, the Company ~~development~~entered ~~stage,~~into ~~have~~the ~~suffered~~Merger ~~losses~~Agreement ~~from~~with ~~operations,~~Macau and ~~have~~its ~~yet~~shareholders, pursuant to ~~generate~~which ~~cash~~the ~~flow,~~Company will merge with and ~~that~~into Macau ~~these~~and ~~factors~~the ~~raise~~separate ~~substantial~~corporate ~~doubt~~existence ~~about~~of ~~our~~the ~~ability~~Company towill ~~continue~~cease asand aMacau ~~going~~will ~~concern~~survive such Merger. InUnder ~~addition,~~the weterms ~~have~~of nothe Merger ~~significant~~Agreement, ~~assets~~each orshare ~~financial~~of ~~resources.~~the WeCompany’s common stock will convert into the right to receive one-twentieth (1/20th) of a Macau ordinary share and the Macau ordinary shares should continue to ~~sustain~~be ~~operating~~quoted ~~expenses~~on ~~without~~the ~~corresponding~~Over-The-Counter ~~revenues~~Bulletin Board and Macau will remain subject to the SEC reporting requirements. However, atwe ~~least~~expect ~~until~~that Macau will become a foreign private issuer upon the consummation of athe ~~business combination~~Merger. ~~This~~As such, it will ~~result~~be insubject ~~continued~~to ~~net~~reduced ~~operating~~reporting ~~losses~~requirements. Under ~~that~~the ~~will~~Merger ~~increase~~Agreement, ~~until~~subject weto ~~can~~the ~~consummate~~satisfaction aor ~~business~~waiver ~~combination~~of ~~with~~certain aconditions, ~~profitable~~the ~~target~~current ~~business.~~shareholders Inof ~~light~~Macau will hold a total of ~~our~~14,295,836 ~~limited~~ordinary ~~resources~~shares of Macau, werepresenting ~~cannot~~approximately ~~assure~~94% ~~you~~of ~~that~~the wetotal number of issued and outstanding shares of Macau. Current stockholders of the Company will beown ~~able~~approximately 6% of the total number of issued and outstanding shares of Macau upon the closing of the Merger. The Merger is subject to ~~continue~~customary ~~operations~~closing conditions, ~~that~~including weMacau’s ~~will~~Registration Statement beon ~~able~~Form toF-4 ~~identify~~filed awith ~~suitable~~the ~~target~~SEC ~~business~~on orSeptember ~~that~~12, we2012 ~~will~~being ~~consummate~~declared aeffective ~~business~~with ~~combination~~the SEC.

WeAs ~~are~~a ~~not~~result ~~generating~~of ~~any~~the ~~revenue~~pending Merger, (a) the attention of management has been and will continue to be diverted from finding and developing acquisition candidates; (b) the restrictions and limitations on the conduct of the Company’s business pending the Merger have ~~limited~~and ~~capital~~will ~~resources~~continue to disrupt or otherwise adversely affect its business, and ~~are~~may ~~dependent~~not ~~entirely~~be ~~upon~~in ~~our~~the ~~largest~~best ~~stockholders~~interests of the Company if it were to ~~fund~~have ~~our~~to ~~operations~~act as an independent entity following a termination of the Merger Agreement; and (c) the Company’s ability to maintain its efforts to identify, evaluate and select a target business may be adversely affected. Any delay in consummating the Merger may exacerbate these issues.

WeThere ~~are~~can ~~not~~be ~~generating~~no ~~any~~assurance ~~revenues~~that ~~and~~all ~~possess~~of ~~limited~~the conditions ~~capital~~ to ~~fund~~closing ~~our~~will ~~operations~~be satisfied, ~~including~~or ~~for~~where ~~such~~possible, ~~purposes~~waived, asor ~~preparing~~that ~~and filing periodic reports under~~ the ~~Exchange~~Merger ~~Act,~~will ~~identifying~~become ~~a target business and negotiating a business combination~~effective. WeIf ~~are~~the ~~dependent~~Merger ~~entirely~~does not onbecome ~~our~~effective ~~largest~~because ~~stockholders~~all conditions to ~~provide~~closing ~~funds~~are ~~for~~not ~~the~~satisfied, ~~foregoing~~or ~~requirements~~because ~~and~~one ~~for~~of ~~any other corporate purposes that may arise in~~ the ~~future.~~parties, ~~Though~~or ~~our~~all ~~largest stockholder has advised us~~ of ~~its~~the ~~intention~~parties mutually, toterminate ~~fund~~the ~~our~~Merger ~~operations~~Agreement, ~~there~~then, isamong noother ~~written~~possible ~~agreement~~adverse ~~binding~~effects: it(a) tothe doCompany’s ~~so.~~shareholders ~~Our~~will not ~~operating~~receive ~~and~~the ~~financial~~consideration ~~condition~~which ~~renders~~Macau ithas ~~unlikely~~agreed ~~that we would be able~~ to ~~obtain~~pay; ~~third-party~~(b) ~~financing~~the toCompany’s ~~sustain~~stock ~~operations,~~price ifmay ~~necessary.~~decline Insignificantly; (c) the ~~even~~Company’s ~~that~~business ~~our largest stockholder does not fund our capital requirements, we~~ may ~~not~~have bebeen ~~able~~adversely toaffected; ~~continue operations~~ and ~~stockholders~~(d) ~~could lose~~ the ~~entire~~Company ~~amount~~will ofhave ~~their~~incurred ~~investment~~significant intransaction uscosts.

WeThe ~~may~~absence ~~have~~of ~~insufficient~~operations ~~resources~~and torevenues ~~cover~~raises ~~our~~substantial doubt ~~operating~~about ~~expenses~~our ~~and~~ability ~~the~~to ~~costs~~continue ~~and~~as ~~expenses of consummating~~ a ~~business~~going ~~combination~~concern.

AtThe ~~July~~report ~~31,~~of ~~2011,~~our independent auditor included in this report indicates that we ~~had~~are ~~cash~~in onthe ~~hand~~development ofstage, ~~$24~~have suffered losses from operations,~~474.20.~~ Weand dohave ~~not~~yet ~~expect~~to generate cash flow, and that these ~~funds~~factors ~~will~~raise besubstantial ~~sufficient~~doubt about our ability to ~~cover~~continue ~~our~~as ~~operating~~a ~~costs~~going ~~and~~concern. ~~expenses~~In addition, ~~including~~we ~~those~~have weno significant assets or financial resources. We will ~~incur~~continue into ~~connection~~sustain ~~with~~operating ~~satisfying~~expenses ~~our~~without ~~reporting~~corresponding ~~obligations~~revenues, ~~under~~at least until the ~~Exchange~~consummation ~~Act~~of ~~and~~the ~~consummating~~Merger aor another business combination. IfThis ~~our~~will ~~financial~~result ~~resources~~in ~~are~~continued ~~inadequate~~net tooperating ~~cover~~losses ~~our~~that ~~costs~~will increase ~~and~~until ~~expenses,~~ we ~~will~~can ~~require~~consummate ~~additional~~a ~~financing~~business ~~and~~combination wewith ~~cannot~~a beprofitable ~~certain~~target ~~that~~business. ~~such~~In ~~financing~~light ~~will~~of beour ~~available~~limited toresources, uswe cannot onassure ~~acceptable~~you ~~terms,~~that ifwe atwill ~~all.~~be ~~Our~~able ~~failure~~ to ~~secure~~continue ~~funds~~operations, ~~necessary~~or toif ~~cover~~the ~~our~~Merger ~~costs~~does ~~and~~not ~~expenses~~become ~~would~~effective, ~~have~~that anwe ~~adverse~~will ~~affect~~be onable to ~~our~~identify ~~operations~~a ~~and~~suitable ~~ability~~target tobusiness ~~achieve~~or ~~our~~that ~~objective~~we will consummate a business combination.

~~We are a development stage company with no operating history and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objective.~~6

We are ~~a development stage company and have~~ not ~~engaged in any revenue~~ generating ~~activities to date. Since we do not have~~ any ~~operating history~~revenue, ~~you will~~ have nolimited ~~basis~~capital resources ~~upon which to evaluate our ability to achieve our business objective. We are currently in the process of evaluating~~ and ~~identifying targets for a business combination. We~~ are ~~not~~dependent ~~presently~~entirely ~~engaged~~upon ~~in,~~our ~~and~~largest ~~will~~stockholders ~~not engage in, any substantive commercial business or generate any revenue until we consummate a such a transaction, if ever. We cannot assure you as~~ to ~~when~~fund orour ~~if a business combination will occur~~operations.

~~Our~~We ~~future~~are ~~success~~not isgenerating ~~dependent~~any onrevenues ~~the~~and possess ~~ability~~limited ofcapital ~~management~~ to ~~complete~~fund aour ~~business~~operations, ~~combination~~including ~~with~~for asuch ~~target~~purposes ~~business~~as ~~that~~preparing ~~operates~~and ~~profitably.~~filing ~~The~~periodic ~~nature~~reports ofunder ~~our~~the Exchange ~~operations~~Act, isidentifying ~~highly~~a ~~speculative. The~~target ~~future~~business ~~success~~and ofnegotiating ~~our~~a ~~plan~~business ofcombination. ~~operation~~We ~~will~~are ~~depend~~dependent entirely on ~~the~~our ~~operations,~~largest ~~financial~~stockholders to ~~condition~~provide ~~and~~funds ~~management~~for of the ~~target~~foregoing ~~business~~requirements ~~with~~and ~~which~~for weany ~~may~~other ~~enter~~corporate ~~into~~purposes athat ~~business~~may ~~combination~~arise in the future. ~~While~~ ~~management~~Though ~~intends~~our tolargest stockholder ~~seek~~has advised us of its intention to ~~enter~~fund ~~into~~our aoperations, ~~business~~there ~~combination~~is ~~with~~no anwritten ~~entity~~agreement ~~having~~binding anit ~~established,~~to ~~profitable~~do so. Our operating and ~~history,~~financial wecondition ~~cannot~~renders ~~assure~~it ~~you~~unlikely that we ~~will~~would be ~~successful~~able into ~~consummating~~obtain athird-party ~~business~~financing ~~combination~~to ~~with~~sustain aoperations, ~~candidate~~if ~~that meets that criterion~~necessary. In the ~~event~~even wethat ~~complete~~our alargest ~~business~~stockholder ~~combination,~~does ~~the~~not ~~success~~fund of our ~~operations~~capital ~~will~~requirements, bewe ~~dependent~~may ~~upon~~not ~~management~~be ofable ~~the~~to ~~target~~continue ~~business~~operations and stockholders ~~numerous~~could ~~other~~lose ~~factors~~the ~~beyond~~entire ~~our~~amount ~~control~~of their investment in us.

6We may have insufficient resources to cover our operating expenses and the costs and expenses of consummating the Merger or another business combination.

~~Because~~At ~~there~~July ~~are~~31, ~~numerous~~2011, ~~companies~~we had cash on hand of $7,219.00. We do not expect that these funds will be sufficient to cover our operating costs and expenses, including those we will incur in connection with asatisfying our reporting obligations under the Exchange Act and consummating the Merger or another business combination. ~~plan~~If ~~similar~~our tofinancial ~~ours~~resources ~~seeking~~are inadequate to ~~effectuate~~cover aour ~~business~~costs ~~combination~~and expenses, itwe ~~may~~will require additional financing and we cannot be ~~difficult~~certain ~~for~~that such financing will be available to us on acceptable terms, if at all. Our failure to ~~complete~~secure afunds ~~business~~necessary to ~~combination~~cover our costs and expenses would have an adverse affect on our operations and ability to achieve our objective.

~~There~~We are a ~~large~~development ~~number~~stage ofcompany ~~“public~~with ~~shell”~~no ~~companies, “blank check” companies and~~ operating ~~companies seeking to acquire operating businesses~~ history and, weaccordingly, ~~are~~you ~~subject~~will tonot ~~competition~~have ~~from~~any ~~these~~basis ~~and~~on ~~other~~which ~~companies seeking~~ to ~~consummate~~evaluate aour ~~business~~ability ~~combination. We cannot assure you that we will be able~~ to ~~successfully~~achieve ~~compete~~our ~~for an attractive~~ business ~~combination~~objective.

We are a development stage company and have not engaged in any revenue generating activities to date. Since we ~~have~~do not ~~yet~~have ~~identified~~any aoperating ~~target~~history, you will have no basis upon which to evaluate our ability to achieve our business objective. If the Merger does not become effective, we cannot ~~currently~~assure you ~~ascertain~~as ~~the~~to ~~merits~~when or ~~risks~~if ofa ~~the~~ business ~~which~~combination wewill ~~may ultimately acquire~~occur.

WeOur ~~may~~future ~~consummate~~success ais ~~business~~dependent ~~combination~~on ~~with~~the ability ~~any~~of ~~entity~~management ~~that~~to ~~has~~complete ana ~~operating~~ business. Wecombination ~~are~~with ~~currently~~a intarget ~~the~~business ~~process~~that ofoperates ~~evaluating~~profitably. ~~and~~The ~~identifying~~nature ~~targets~~of ~~for~~our aoperations is ~~business~~highly ~~combination~~speculative. WeThe ~~have~~future ~~not~~success ~~engaged~~of orour ~~retained~~plan ~~any~~of ~~agent~~operation orwill ~~other~~depend ~~representative~~entirely toon ~~identify~~the oroperations, ~~locate~~financial ~~any~~condition and ~~suitable~~management ~~target,~~of ~~although~~Macau weor, ~~may~~if dothe soMerger indoes ~~the~~not ~~future.~~become ~~Accordingly~~effective, ~~there~~another istarget nobusiness ~~current~~with ~~basis~~which ~~for~~we ~~you~~may toenter ~~evaluate~~into ~~the~~a ~~possible~~business combination. ~~merits~~If ~~or risks of~~ the ~~particular~~Merger ~~target~~does ~~business~~not ~~which~~become weeffective, ~~may~~management ~~ultimately~~intends ~~acquire.~~to Toseek ~~the~~to ~~extent~~enter weinto ~~complete~~ a business combination with aanother entity ~~financially~~having ~~unstable~~an ~~business~~established, orprofitable anoperating ~~entity~~history, inbut ~~its~~we ~~development~~cannot ~~stage,~~assure you that we ~~may~~will be ~~affected~~successful byin ~~numerous~~consummating a ~~risks~~business ~~inherent~~combination inwith ~~the~~a ~~operations~~candidate of that ~~business.~~meets ~~Although~~that ~~our~~criterion ~~management~~In ~~will~~the ~~endeavor~~event towe ~~evaluate~~complete the ~~risks~~Merger ~~inherent~~or inanother abusiness ~~particular~~combination, the ~~target~~success ~~business,~~of weour ~~cannot~~operations ~~assure~~will ~~you~~be ~~that~~dependent weupon ~~will~~management ~~properly~~of ~~ascertain~~Macau or ~~assess~~the ~~all~~other oftarget ~~the~~business ~~significant~~and ~~risk~~numerous other factors beyond our control.

~~Initially,~~Because wethere ~~will~~are ~~only~~numerous becompanies ~~able~~with toa ~~complete one~~ business ~~combination,~~plan similar ~~which~~to ~~will~~ours ~~cause~~seeking us to beeffectuate ~~dependent~~a ~~solely~~business oncombination, ait ~~single~~may ~~business~~be ~~and~~difficult afor ~~limited~~us ~~number~~to ofcomplete ~~products~~a orbusiness ~~services~~combination.

~~Because~~There ofare ~~our~~a ~~uncertain~~large ~~and~~number ~~limited~~of ~~capital~~“public shell” ~~position~~companies, it“blank ischeck” ~~likely~~companies ~~that~~and ~~any~~operating ~~business~~companies ~~combination~~seeking weto ~~enter~~acquire ~~into with an~~ operating ~~business~~businesses ~~will~~and we ~~likely~~are besubject ~~for stock, or will be closed simultaneously with an equity or debt transaction~~ to ~~raise~~competition ~~additional~~from ~~capital~~these ~~for the purchase transaction~~ and ~~possibly~~other ~~for~~companies ~~working~~seeking ~~capital as well. Thus, we expect that initially we will have the ability~~ to ~~complete~~consummate ~~only~~ a ~~single~~ business combination~~, although this may entail the simultaneous acquisitions of several closely related operating businesses~~. ByWe ~~consummating~~cannot aassure ~~business~~you that combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the security industry. Further, we ~~would~~will ~~not~~ be able to ~~diversify~~successfully ~~our~~compete ~~operations~~for oran ~~benefit~~attractive ~~from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several~~ business ~~combinations in different industries or different areas of a single industry~~combination. ~~Accordingly, the prospects for our success may be:~~

~~· dependent solely upon the performance of a single business; or~~7

·Initially, ~~dependent~~we ~~upon~~will ~~the~~only ~~development~~be orable ~~market~~to ~~acceptance~~complete ofone business combination, which will cause us to be dependent solely on a single orbusiness and a limited number of products, ~~processes~~ or services.

~~Alternatively,~~Because ifof our ~~business~~uncertain ~~combination~~and ~~entails~~limited ~~the~~capital position, ~~simultaneous~~it ~~acquisitions~~is oflikely ~~several~~that ~~operating~~any ~~businesses~~business ~~and~~combination we enter into with ~~different~~an ~~sellers~~operating business, ~~each~~ such ~~seller~~as ~~will~~the ~~need~~Merger, towill ~~agree~~likely be ~~that~~for ~~the~~stock, ~~purchase~~or ofwill ~~its~~be ~~business~~closed issimultaneously ~~contingent~~with ~~upon~~an ~~simultaneous~~equity ~~closings~~or ofdebt ~~the~~transaction ~~other~~to ~~acquisitions,~~raise ~~which~~additional ~~may~~capital ~~make~~for itthe ~~more~~purchase transaction ~~difficult~~and possibly for ~~us,~~working ~~and~~capital ~~delay~~as ~~our~~well. ~~ability~~Thus, towe ~~complete~~expect ~~the~~that ~~business~~initially ~~combination.~~we Ifwill wehave ~~were~~the ability to ~~consummate~~complete only a single business combination, ~~with~~although this may entail the simultaneous acquisitions of several closely related operating businesses,. By weconsummating ~~could~~a ~~also~~business ~~face~~combination ~~additional~~with ~~risks~~only a single entity, ~~including~~our ~~burdens~~lack ~~and~~of ~~costs~~diversification ~~with~~may ~~respect~~subject us to ~~possible~~numerous ~~multiple~~economic, competitive ~~negotiations~~ and ~~due~~regulatory ~~diligence~~developments, ~~investigations~~any ~~(if~~or ~~there~~all ~~are~~of ~~multiple~~which ~~sellers)~~may ~~and~~have ~~the~~a ~~additional~~substantial ~~risks~~adverse ~~associated~~impact ~~with~~upon the ~~subsequent~~security ~~assimilation~~industry. Further, ofwe ~~the~~would ~~operations~~not ~~and~~be ~~services~~able to diversify our operations or ~~products~~benefit offrom the ~~acquired~~possible ~~companies~~spreading ~~into~~of arisks ~~single~~or ~~operating~~offsetting ~~business.~~of Iflosses, unlike weother ~~are~~entities ~~unable~~which tomay ~~adequately~~have ~~address~~the ~~these~~resources ~~risks,~~to itcomplete ~~could~~several ~~negatively~~business ~~impact~~combinations ~~our~~in ~~profitability~~different ~~and~~industries ~~results~~or different areas of ~~operations~~a single industry. Accordingly, the prospects for our success may be:

7· dependent solely upon the performance of a single business; or

~~Because~~· ofdependent ~~our~~upon ~~limited~~the ~~resources~~development ~~and~~or ~~structure,~~market weacceptance ~~may~~of ~~not~~a besingle ~~able~~or tolimited ~~consummate~~number anof ~~attractive~~products, ~~business~~processes ~~combination~~or services.

WeAlternatively, ~~expect~~if toour ~~encounter intense competition from other entities with~~ business ~~objectives~~combination entails ~~similar~~the tosimultaneous ~~ours~~acquisitions ~~including~~of ~~blank~~several ~~check companies, venture capital funds, leveraged buyout funds and~~ operating businesses ~~competing~~and ~~for~~with ~~acquisitions.~~different ~~Many~~sellers, ofeach ~~these~~such ~~entities~~seller ~~are~~will ~~well~~need ~~established~~to agree ~~and~~that ~~have~~the ~~extensive~~purchase ~~experience~~of inits ~~identifying and effecting~~ business ~~combinations~~is ~~directly~~contingent orupon ~~through~~simultaneous ~~affiliates.~~closings ~~Many~~ of ~~these~~the ~~competitors~~other ~~possess greater technical~~acquisitions, ~~human~~which ~~and~~may ~~other~~make ~~resources~~it ~~than~~more difficult wefor dous, and delay our ~~financial~~ability, ~~resources~~to ~~will~~complete bethe ~~relatively~~business ~~limited~~combination. ~~when~~If ~~contrasted~~we ~~with~~were ~~those~~to ofconsummate ~~many~~a ofbusiness ~~these~~combination with ~~competitors.~~several ~~Our~~operating ~~ability~~businesses, towe ~~compete~~could inalso ~~acquiring~~face ~~certain~~additional ~~sizable~~risks, ~~target~~including ~~businesses~~burdens ~~will~~and becosts ~~limited~~with byrespect ~~our~~to ~~available~~possible ~~financial~~multiple negotiations ~~resources.~~and ~~This~~due ~~inherent~~diligence ~~competitive~~investigations ~~limitation~~(if ~~gives~~there ~~others~~are anmultiple ~~advantage~~sellers) inand ~~pursuing~~ the ~~acquisition~~additional ofrisks ~~certain~~associated ~~target~~with ~~businesses.~~the ~~Additionally,~~subsequent assimilation ~~our~~of ~~outstanding~~the ~~Class~~operations ~~Z warrants,~~ and ~~the~~services ~~future~~or ~~dilution~~products ~~they~~of ~~potentially~~the ~~represent,~~acquired ~~may~~companies ~~not~~into bea ~~viewed~~single ~~favorably~~operating ~~by certain target businesses~~business. ~~Any~~If ofwe ~~these~~are ~~factors~~unable to ~~may~~adequately ~~place~~address usthese atrisks, ait ~~competitive~~could ~~disadvantage~~negatively inimpact ~~successfully~~our ~~negotiating~~profitability aand ~~business~~results ~~combination~~of operations.

WeIf ~~may~~the ~~have~~proposed ~~insufficient~~Merger ~~capital~~with orMacau beis ~~unable~~not ~~to obtain additional financing~~completed, ifbecause of ~~required,~~our tolimited ~~complete~~resources ~~a business combination or to fund the operations~~ and ~~growth of the target business~~structure, ~~which~~we ~~could~~may ~~compel~~not usbe able to ~~restructure~~consummate ~~the~~an ~~transaction~~attractive ~~or abandon a particular~~ business combination.

WeIf ~~cannot~~the ~~ascertain~~proposed ~~the~~Merger ~~capital~~with ~~requirements~~Macau ~~for~~is ~~any~~not completed, ~~particular~~we ~~transaction.~~expect Ifto ~~the~~encounter ~~capital~~intense ~~available~~competition tofrom usother ~~proves~~entities towith bebusiness ~~insufficient,~~objectives ~~either~~similar ~~because~~to ofours ~~the~~including ~~size~~blank check ofcompanies, ~~the~~venture ~~business~~capital ~~combination~~funds, orleveraged ~~the~~buyout ~~depletion~~funds ofand ~~the~~operating ~~available~~businesses ~~net~~competing ~~proceeds~~for inacquisitions. ~~search~~Many of athese entities ~~target~~are ~~business,~~well weestablished ~~will~~and behave ~~required~~extensive toexperience ~~seek~~in ~~additional~~identifying ~~financing.~~and Weeffecting ~~cannot~~business ~~assure~~combinations ~~you~~directly ~~that~~or ~~such~~through affiliates. ~~financing~~Many ~~would~~of bethese ~~available~~competitors onpossess ~~acceptable~~greater ~~terms~~technical, ifhuman atand ~~all.~~other Toresources ~~the~~than ~~extent~~we ~~that~~do ~~additional~~and ~~financing~~our ~~proves~~financial toresources will be ~~unavailable~~relatively limited when ~~needed~~contrasted towith ~~consummate~~those aof ~~particular~~many ~~business~~of ~~combination,~~these wecompetitors. ~~would~~Our beability ~~compelled~~ to ~~restructure~~compete ~~the~~in ~~transaction~~acquiring orcertain sizable ~~abandon~~target ~~that~~businesses ~~particular~~will ~~business~~be ~~combination~~limited ~~and~~by ~~seek~~our anavailable ~~alternative~~financial ~~target business candidate~~resources. InThis ~~addition,~~inherent ifcompetitive welimitation ~~consummate~~gives aothers an ~~business~~advantage ~~combination,~~in wepursuing ~~may require additional financing to fund~~ the ~~operations~~acquisition ~~or growth~~ of ~~the~~certain target ~~business~~businesses. ~~The~~Additionally, ~~failure~~our tooutstanding ~~secure~~Class ~~additional~~Z ~~financing~~warrants, ~~could~~and ~~have~~the future adilution ~~material~~they ~~adverse~~potentially ~~effect~~represent, onmay ~~the~~not ~~continued~~be ~~development~~viewed orfavorably ~~growth~~by ofcertain ~~the~~ target ~~business~~businesses. ~~None~~Any of ~~our~~these ~~officers,~~factors ~~directors~~may place orus ~~stockholders~~at isa ~~required~~competitive todisadvantage ~~provide any financing to us~~ in ~~connection~~successfully ~~with~~negotiating ~~or after~~ a business combination.

~~Our~~We ~~sole~~may ~~officer~~have ~~and~~insufficient ~~director~~capital ~~will~~or ~~apportion~~be ~~his~~unable ~~time~~ to ~~other~~obtain additional ~~businesses~~financing, ~~which~~if ~~may~~required, ~~cause~~to ~~conflicts~~complete ofa ~~interest~~business incombination ~~his~~or ~~determination as~~ to ~~how~~fund ~~much~~the ~~time~~operations toand ~~devote~~growth toof ~~our~~the ~~affairs. This~~target ~~conflict~~business, which ~~of interest~~ could ~~have~~compel aus ~~negative~~to ~~impact~~restructure onthe ~~our~~transaction ~~ability~~or toabandon ~~consummate~~ a particular business combination.

~~Our~~We ~~sole~~cannot ~~officer~~ascertain ~~and~~the ~~director~~capital ~~engages~~requirements for inany ~~other~~particular ~~businesses~~transaction. ~~and~~If isthe ~~not~~capital ~~required~~available to ~~devote~~us ~~his~~proves ~~full~~to ~~time~~be orinsufficient, ~~any~~either ~~specific~~because ~~number~~of the size of ~~hours~~the tobusiness combination ~~our~~or ~~affairs,~~the ~~which~~depletion ~~could~~of ~~create~~the aavailable ~~conflict~~net ofproceeds ~~interest~~in ~~when~~search ~~allocating~~of ~~his~~a ~~time~~target ~~between~~business, ~~our~~we ~~operations~~will ~~and~~be ~~his~~required ~~other~~to ~~commitments~~seek additional financing. We docannot ~~not~~assure ~~have~~you ~~and~~that dosuch ~~not~~financing ~~expect~~would tobe ~~have~~available ~~any~~on ~~full-time~~acceptable ~~employees~~terms, ~~prior~~if toat all. To the ~~consummation~~extent ofthat additional financing proves to be unavailable when needed to consummate a particular business combination., Ifwe ~~our~~would ~~management’s~~be ~~other~~compelled to restructure the transaction or abandon that particular business ~~affairs~~combination ~~requires~~and ~~him~~seek toan ~~devote~~alternative ~~more~~target ~~substantial~~business ~~amounts~~candidate. ofIn ~~time~~addition, if towe ~~such~~consummate ~~affairs~~a business combination, itwe ~~could~~may ~~limit~~require ~~his~~additional ~~ability~~financing to ~~devote~~fund ~~time~~the operations or growth of the target business. The failure to ~~our~~secure ~~affairs~~additional ~~and~~financing could have a ~~negative~~material ~~impact~~adverse effect on ~~our~~the ~~ability~~continued todevelopment ~~consummate~~or agrowth ~~business~~of ~~combination~~the target business. WeNone ~~cannot~~of ~~assure~~our ~~you~~officers, ~~that~~directors ~~these~~or ~~conflicts~~stockholders ~~will~~is berequired ~~resolved~~to provide any financing to us in ~~our~~connection ~~favor~~with or after a business combination.

~~Our outstanding warrants and options may have an adverse effect on the market price of our common stock and warrants and make it more difficult to effect a business combination.~~8

WeOur ~~issued~~sole ~~warrants~~officer toand ~~purchase~~director ~~15,561,000~~will ~~shares~~apportion ofhis ~~common stock in our initial public offering. We have also issued~~ time to ~~our~~other ~~initial~~businesses security holders, warrants to purchase 4,950,000 shares of common stock at an exercise price of $5.00 per share. We also issued an option to certain of our securities to the representative of the underwriters of our initial public offering which, ifmay ~~exercised,~~cause ~~will~~conflicts ~~result in the issuance~~ of aninterest additional 510,000 shares of common stock and 710,000 warrants. To the extent we issue shares of common stock to effect a business combination, the potential for the issuance of substantial numbers of additional shares upon exercise of these warrants and option could make us a less attractive acquisition vehicle in ~~the~~his ~~eyes~~determination ~~of a target business~~ as ~~such~~to ~~securities,~~how ~~when~~much ~~exercised,~~time ~~will~~to ~~increase~~devote ~~the number of issued and outstanding shares of our common stock and reduce the value of the shares issued~~ to ~~complete the business combination. Accordingly,~~ our ~~warrants and option may make it more difficult to effectuate a business combination or increase the cost of the target business~~affairs. ~~Additionally,~~This conflict ~~the sale, or even the possibility~~ of ~~sale,~~interest ~~of the securities underlying the warrants and option~~ could have ana ~~adverse~~negative ~~effect~~impact on ~~the market price for~~ our ~~securities or on our~~ ability to ~~obtain~~consummate ~~future~~a ~~public~~business ~~financing~~combination. ~~If and to the extent these warrants and option are exercised, our existing stockholders may experience dilution of their holdings.~~

8Our sole officer and director engages in other businesses and is not required to devote his full time or any specific number of hours to our affairs, which could create a conflict of interest when allocating his time between our operations and his other commitments. We do not have and do not expect to have any full-time employees prior to the consummation of a business combination. If our management’s other business affairs requires him to devote more substantial amounts of time to such affairs, it could limit his 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.

~~Item~~Our 2outstanding warrants and options may have an adverse effect on the market price of our common stock and warrants and make it more difficult to effect a business combination. ~~Properties~~

We doissued ~~not~~warrants ~~own~~to ~~any~~purchase ~~material~~15,561,000 shares ~~property~~of common stock in our initial public offering. ~~Our~~ ~~sole~~We ~~office~~have isalso ~~located~~issued to our initial security holders, warrants to purchase 4,950,000 shares of common stock at ~~4808~~an ~~Moorland~~exercise ~~Lane~~price of $5.00 per share. We also issued an option to certain of our securities to the representative of the underwriters of our initial public offering which, ~~Suite~~if ~~109~~exercised, ~~Bethesda~~will result in the issuance of an additional 510,000 ~~Maryland~~shares ~~20814~~of common stock and 710,000 warrants. To the extent we issue shares of common stock to effect a business combination, the potential for the issuance of substantial numbers of additional shares upon exercise of these warrants and isoption ~~presently~~could ~~provided~~make ~~free~~us a less attractive acquisition vehicle in the eyes of ~~charge~~a bytarget ~~Moorland~~business ~~Lane~~as ~~Partners~~such securities, ~~LLC one~~when exercised, will increase the number of issued and outstanding shares of our ~~shareholders~~common stock and reduce the value of the shares issued to complete the business combination. We ~~consider~~Accordingly, our ~~current~~warrants ~~office~~and ~~space~~option ~~adequate~~may make it more difficult to effectuate a business combination or increase the cost of the target business. Additionally, the sale, or even the possibility of sale, of the securities underlying the warrants and option could have an adverse effect on the market price for our ~~current~~securities ~~operations~~or on our ability to obtain future public financing. If and to the extent these warrants and option are exercised, our existing stockholders may experience dilution of their holdings.

Item 32. ~~Legal~~ ~~Proceedings~~Properties.

ToWe ~~the~~do ~~knowledge~~not ofown ~~our~~any ~~officers~~material property. Our sole office is located at 4808 Moorland Lane, Suite 109, Bethesda, Maryland 20814, and ~~directors~~is presently provided free of charge by Moorland Lane Partners, weLLC ~~are~~one ~~not~~of aour ~~party~~shareholders. toWe ~~any~~consider ~~legal~~our ~~proceeding~~current oroffice ~~litigation~~space adequate for our current operations.

9Item 3. Legal Proceedings.

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

~~Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~9

~~Following~~PART our initial public offering in July 2006, our Series A units, Series B units, common stock, Class B common stock, Class W warrants and Class Z warrants were listed on the Over-the-Counter bulletin board under the symbols IGPAU, IGPBU, IGPAA, IGPAB, IGPAW and IGPAZ, respectively.II

~~The~~Following ~~following~~our ~~table~~initial ~~sets~~public ~~forth~~offering in July 2006, ~~for~~our ~~the~~Series ~~calendar~~A ~~quarter~~units, ~~indicated~~Series B units, ~~the~~common ~~quarterly~~stock, ~~high~~Class ~~and~~B ~~low~~common ~~closing~~stock, ~~sale~~Class ~~prices~~W ofwarrants ~~our~~and ~~securities~~Class asZ ~~reported~~warrants were quoted on the Over-~~the~~The-Counter ~~bulletin~~Bulletin ~~board~~Board inunder ~~U.S.~~the ~~dollars.~~symbols ~~The~~IGPAU, ~~quotations~~IGPBU, ~~listed below reflect interdealer prices~~IGPAA, ~~without retail markup~~IGPAB, ~~markdown~~IGPAW ~~or commission~~ and ~~may~~IGPAZ, ~~not necessarily represent actual transactions~~respectively.

					Class Z
	Common Stock				Warrants				Series A Units
	High		Low		High		Low		High		Low
Fiscal year ended July 31, 2010
First Quarter		5.00		5.00		0.01		0.01		1.05		1.05
Second Quarter		5.00		5.00		0.01		0.01		1.05		1.05
Third Quarter		5.00		5.00		0.01		0.01		1.05		0.11
Fourth Quarter		5.00		5.00		0.01		0.01		1.05		1.05
Fiscal year ended July 31, 2011
First Quarter		0.06		0.02		0.05		0.002		0.001		0.001
Second Quarter		0.02		0.02		0.002		0.002		0.001		0.001
Third Quarter		0.02		0.02		0.002		0.002		0.001		0.001
Fourth Quarter		0.10		0.10		0.002		0.002		0.001		0.001

Our Class B common stock ceased being quoted on the Over-The-Counter Bulletin Board and was cancelled and converted into a right to receive approximately $5.40 per share from our trust fund on February 17, 2009. As a result of the cancellation of the Class B common stock, our Series B units were mandatorily separated from their associated Class W warrants and then cancelled on February 17, 2009. Our Class W warrants expired and ceased being quoted on the Over-The-Counter Bulletin Board on July 10, 2011. Our Series A units, common stock, and Class Z warrants are now quoted on the Over-The-Counter Bulletin Board under the symbols IGPAU, IGPAA, and IGPAZ, respectively.

The ~~trading~~following oftable ~~our~~sets ~~securities is limited~~forth, ~~and~~for ~~therefore~~the quarterly ~~there~~period ~~may~~indicated ~~not~~below, bethe ~~deemed~~quarterly tohigh beand anlow ~~established~~closing ~~public~~sale ~~trading~~prices ~~market~~of ~~under~~our ~~guidelines~~securities ~~set~~as ~~forth~~reported byon the ~~SEC.~~Over-The-Counter Bulletin AsBoard ofin ~~November~~U.S. ~~11,~~dollars. ~~2011,~~The ~~there~~quotations ~~were~~listed 4below ~~holders~~reflect ofinterdealer ~~record~~prices, ofwithout ~~our~~retail ~~common stock~~markup, 9markdown ~~holders~~or ~~of record of our Class Z warrants,~~ commission and 1may ~~holder of record of our Series A units. Such numbers do~~ not ~~include~~necessarily ~~beneficial~~represent ~~owners~~actual ~~holding shares, units or warrants through nominee names~~transactions.

Dividends

					Class Z
	Common Stock				Warrants				Series A Units
	High		Low		High		Low		High		Low
Fiscal year ended July 31, 2011
First Quarter		0.0055		0.02		0.05		0.002		0.001		0.001
Second Quarter		0.02		0.02		0.002		0.002		0.001		0.001
Third Quarter		0.02		0.02		0.002		0.002		0.001		0.001
Fourth Quarter		0.10		0.02		0.002		0.002		0.001		0.001
Fiscal year ended July 31, 2012
First Quarter		0.10		0.10		0.002		0.002		0.001		0.001
Second Quarter		0.10		0.10		0.002		0.002		0.02		0.001
Third Quarter		0.10		0.10		0.50		0.002		0.02		0.02
Fourth Quarter		0.10		0.10		0.01		0.01		0.02		0.02

WeThe ~~have~~trading of our securities, especially our Class Z warrants, is limited, and therefore there may not ~~paid~~be ~~any~~deemed ~~dividends~~to onbe ~~our~~an ~~units~~established orpublic trading market under guidelines set forth by the SEC. As of October 26, 2012, there were four (4) stockholders of record of our common stock, tonine ~~date~~(9) holders of record of our Class Z warrants, and one (1) holder of record of our Series A units. Such numbers do not ~~intend~~include tobeneficial ~~pay~~owners ~~dividends~~holding shares, units or warrants through nominee names.

10Dividends

~~Item~~We 7.have ~~Management’s~~not ~~Discussion~~paid ~~and~~any ~~Analysis~~dividends ofon ~~Financial~~our ~~Condition~~units or our common stock to date and ~~Results~~do ofnot ~~Operations~~intend to pay dividends.

~~The following discussion should be read in conjunction with our financial statements and footnotes thereto contained in this report.~~10

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

WeThe ~~were~~following ~~formed~~discussion onshould ~~August~~be 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 read in ~~Israel,~~conjunction 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~~financial ~~public~~statements ~~offering~~ and ~~thereafter,~~footnotes ~~expenses~~thereto ~~related~~contained 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~~this 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 candidatesreport. ~~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.General

AtWe awere ~~continuation~~formed ofon ~~the~~August ~~special~~1, ~~stockholder~~2005 ~~meeting~~to ~~held~~serve as ona ~~February~~vehicle 17to effect a merger, ~~2009~~capital stock exchange, ~~our~~asset ~~stockholders~~acquisition ~~(then~~or ~~consisting~~other ~~only~~similar ofbusiness ~~holders~~combination with a currently unidentified operating business which has operations or facilities located in Israel, or which is a company operating outside of Israel ~~common~~which ~~stock)~~our ~~approved~~management ~~proposals~~believes towould ~~amend~~benefit ~~and~~from ~~restate~~establishing operations or facilities in Israel. On July 18, 2006, we completed our ~~certificate~~initial public offering of ~~incorporation~~500,000 toSeries ~~(i)~~A ~~remove~~Units ~~certain~~and ~~blank~~4,600,000 ~~check~~Series ~~company-related~~B ~~restrictions~~Units. We have neither engaged in any operations, ~~including~~nor ~~provisions~~generated ~~which~~any ~~required~~revenues, usnor incurred any debt or expenses other than in connection with our initial public offering and thereafter, expenses related to ~~dissolve~~identifying ~~following~~and ~~the~~pursuing ~~distribution~~acquisitions of ~~the~~targets and expenses related to liquidating our trust fund ~~and~~for ~~provisions~~the ~~authorizing~~benefit ~~the~~of our Class B common ~~stock,~~stockholders and reconstituting the Company as an ongoing business corporation. We have incurred expenses only in connection with (iii) ~~increase~~ the ~~authorized~~preparation ~~shares~~and filing of ~~common~~our ~~stock~~quarterly ~~from~~reports on 40Form 10-Q,~~000,000~~ ~~shares~~annual toreports ~~80,000,000~~on ~~shares. As~~Form a10-K ~~result~~and ofproxy ~~this~~statements ~~stockholder~~in ~~vote~~connection with the February 16, we2009 ~~filed~~Stockholders’ anMeeting and ~~amended~~(ii) travel expenses related to finding and ~~restated~~developing ~~certificate~~acquisition ofcandidates. Our ~~incorporation,~~travel ~~which~~expense ~~allowed~~policies usare toconsistent with ~~continue~~good ~~our~~business ~~corporate~~practice, ~~existence~~and ~~following~~we ~~the~~try ~~distribution~~to ofminimize such costs to the ~~trust~~extent ~~fund~~possible.

~~Our~~At ~~current~~a ~~plan~~special ismeeting toof ~~acquire~~our astockholders held ~~target~~on ~~company~~February or16, ~~business~~2009, ~~seeking~~our ~~the~~stockholders ~~perceived~~approved ~~advantages of being~~ a ~~publicly~~proposal ~~held~~to ~~corporation.~~distribute ~~Our~~our ~~current~~trust ~~business~~fund ~~consists~~for ~~solely of identifying, researching and negotiating~~ the ~~purchase~~benefit of aour ~~business~~Class ~~management~~B ~~deems~~common stockholders, towithout ~~be in~~ the ~~best~~requirement ~~interest~~that ofwe ~~our~~dissolve ~~shareholders~~and liquidate. ~~Our~~As ~~principal~~a ~~business~~result ~~objective~~of ~~for~~ the ~~next~~stockholder 12vote, ~~months~~we ~~and~~filed an ~~beyond~~amendment ~~such~~to ~~time~~our ~~will~~certificate beof toincorporation ~~achieve~~which ~~long-term~~resulted ~~growth~~in ~~potential~~the ~~through~~cancellation aof ~~combination~~all ~~with~~shares aof ~~business~~our ~~rather~~Class ~~than~~B ~~immediate~~common stock, and ~~short-term~~the ~~earnings. We~~conversion ~~will~~of ~~not~~those ~~restrict~~shares ~~our~~into ~~potential~~the ~~candidate target~~right ~~companies~~ to ~~any~~receive ~~specific~~a ~~business,~~pro ~~industry~~rata orshare ~~geographical~~of ~~location~~the ~~and,~~trust ~~thus~~fund distribution. Thereafter, our ~~may~~Class ~~acquire~~B ~~any~~common ~~type~~stock ofand ~~business. We~~Series ~~cannot~~B ~~assure~~Units ~~you~~ceased ~~that~~to ~~we will~~ be ~~able~~quoted toon ~~locate~~the anOver-The-Counter ~~appropriate~~Bulletin ~~target~~Board ~~business~~and orceased ~~that~~to wetrade ~~will~~or be tradable, ~~able~~and tothe ~~engage~~trust infund awas ~~business~~distributed ~~combination~~to ~~with~~the aholders ~~target~~of ~~business~~Class onB ~~favorable~~common ~~terms~~stock.

~~Results~~At a continuation of ~~Operations~~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.

~~Net~~It ~~loss~~is ~~for~~the Company’s belief that the proposed ~~year~~Merger ~~ended~~with ~~July~~Macau ~~31,~~is ~~2011~~in ~~decreased~~the tobest ~~$39,274~~interest ~~compared~~of toits astockholders. ~~net~~The ~~loss~~Company’s ~~for~~management ~~the~~has ~~same~~directed ~~prior-year~~a significant amount of ~~$40,779~~time and attention to completing this Merger. ~~Net~~ ~~loss~~On ~~for~~August ~~the~~28, ~~year~~2012, ~~ended~~Moorland ~~July~~Lane 31Partners, ~~2011~~LLC, ~~consisted~~which owns approximately 94.2% of ~~professional~~the ~~fees~~outstanding shares of ~~$38,686,~~the ~~Delaware~~Company’s ~~franchise~~common ~~taxes~~stock as of ~~$325 and~~the ~~other~~date ~~general~~of the Merger Agreement, executed a written consent approving and ~~administrative~~adopting ~~expenses~~the ofMerger ~~$14,837~~and the Merger Agreement. ~~The~~ ~~net~~In ~~loss~~the ~~for~~ event that the ~~year~~Company ~~ended~~is ~~July~~not 31successful in completing the Merger, ~~2011 included~~our ~~other~~plan ~~income~~is ofto ~~$14,574~~acquire ~~which~~another ~~was~~target acompany ~~refund~~or ~~from~~business ~~State~~seeking the perceived advantages of ~~Delaware~~being ~~for~~a ~~over~~publicly ~~payment~~held corporation. Our current business consists solely of ~~excise~~identifying, ~~taxes~~researching ~~for~~and negotiating the purchase of a ~~prior~~business ~~year~~management deems to be in the best interest of our shareholders. ~~Net~~If ~~loss~~the Merger does not become effective, our principal business objective for the ~~year~~next ~~ended~~12 ~~July~~months ~~31,~~and ~~2010~~beyond ~~consisted~~such oftime ~~professional~~will ~~fees~~be ofto ~~$24~~achieve long-term growth potential through a combination with a business rather than immediate,~~692,~~ ~~Delaware~~short-term ~~franchise~~earnings. We ~~taxes~~will ofnot $6restrict our potential candidate target companies to any specific business,~~156~~ ~~and~~industry ~~other~~or ~~general~~geographical location and, ~~administrative~~thus, ~~operating~~may ~~expenses~~acquire any type of ~~$9,931~~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.

~~Net~~Results ~~income for the period from inception (August 1, 2005) to July 31, 2011~~ of $2,045,781, consisted of interest income of $3,715,745, offset by professional fees of $888,444, Delaware franchise taxes of $236,001 and other operating expenses of $560,093, which includes a monthly administrative services agreement with an affiliate, and insurance and travel expenses.Operations

~~Liquidity~~Net loss for the year ended July 31, 2012 increased to $58,358 compared to a net loss for the same prior-year of $39,274. Net loss for the year ended July 31, 2012 consisted of professional fees of $31,061, Delaware franchise taxes of $1,136 and ~~Capital~~other ~~Resources~~general and administrative expenses of $26,161. Net loss for the year ended July 31, 2011 consisted of professional fees of $38,686, Delaware franchise taxes of $325 and other general and administrative operating expenses of $14,837. The net loss for the year ended July 31, 2011 included other income of $14,574 which was a refund from State of Delaware for over payment of excise taxes for a prior year.

WeNet ~~consummated~~income ~~our~~for ~~initial~~the ~~public~~period ~~offering~~from ofinception (August ~~500~~1,~~000~~ ~~Series~~2005) Ato ~~units and 4,600,000 Series B units on~~ July 1831, ~~2006.~~2012 ~~On July 26, 2006, we consummated the closing~~ of ~~an additional 32~~$1,~~500 Series A Units and 518~~987,~~000 Series B Units that were subject to the over-allotment option. Proceeds from our initial public offering were approximately $52.9 million~~423, ~~net~~consisted of ~~underwriting~~interest ~~and~~income ~~other expenses~~ of ~~approximately~~ $3~~.3 million~~, ~~of which $51~~715,~~691~~745,~~800~~ ~~was~~offset ~~deposited~~by ~~into~~professional ~~the~~fees ~~trust~~of ~~fund~~$919,505, Delaware ~~with~~franchise ~~American~~taxes ~~Stock~~of ~~Transfer & Trust Company as trustee~~$237,137 and ~~the~~other ~~remaining~~operating ~~$1.2~~expenses ~~million was held outside~~ of ~~the trust fund. The proceeds held outside the trust are available to be used by us~~$585,254, ~~and~~which ~~are~~includes ~~being~~a ~~used~~monthly byadministrative ~~us,~~services agreement towith ~~provide~~an ~~for business~~affiliate, ~~legal~~ and ~~accounting~~insurance ~~due diligence on prospective acquisitions~~ and ~~continuing~~travel ~~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 our audited financial statements included elsewhere in this report).~~

AsLiquidity ~~indicated in the accompanying financial statements, at July 31, 2011, we had $24,556 in cash, current liabilities of $67,563~~ and ~~working~~Capital capital deficit of $43,089. 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 financing is 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 the Company’s plans to raise capital or to consummate a transaction will be successful.Resources

We doconsummated ~~not~~our ~~currently~~initial ~~have~~public ~~any~~offering of ~~specific~~500,000 ~~capital-raising~~Series ~~plans.~~A Weunits ~~may~~and ~~seek~~4,600,000 toSeries ~~issue~~B ~~equity~~units ~~securities~~on July 18, ~~including~~2006. ~~preferred~~On ~~securities~~July ~~for~~26, ~~which~~2006, we ~~may~~consummated ~~determine~~ the ~~rights~~closing ~~and~~of ~~designations,~~an ~~common stock~~additional 32,500 ~~warrants,~~Series ~~equity~~A ~~rights,~~Units ~~convertibles notes~~ and ~~any~~518,000 ~~combination~~Series ofB ~~the~~Units ~~foregoing.~~that ~~Any~~were ~~such~~subject ~~offering~~to ~~may take~~ the ~~form~~over-allotment ofoption. aProceeds ~~private~~from ~~placement,~~our ~~public~~initial public offering, ~~rights~~were ~~offering,~~approximately ~~other~~$52.9 ~~offering~~million, ornet ~~any combination~~ of ~~the~~underwriting ~~foregoing~~and atother ~~fixed~~expenses orof ~~variable~~approximately ~~market~~$3.3 ~~prices~~million, orof ~~discounts~~which to$51,691,800 was ~~prevailing~~deposited ~~market~~into ~~prices.~~the Wetrust ~~cannot~~fund ~~assure~~with ~~you~~American ~~that~~Stock weTransfer ~~will~~& beTrust ~~able~~Company toas ~~raise~~trustee, ~~sufficient~~and ~~capital~~the onremaining ~~favorable,~~$1.2 ormillion ~~any,~~was held ~~terms.~~outside Ifof the ~~proposals,~~trust ~~discussed~~fund. ~~above,~~The ~~are~~proceeds ~~approved~~held weoutside ~~may~~the betrust ~~deemed~~are available to be aused ~~“blank~~by ~~check~~us, ~~company”~~and ~~for~~are ~~purposes~~being ofused ~~the~~by ~~federal~~us, ~~securities~~to provide ~~laws.~~for Ifbusiness, welegal ~~are~~and ~~deemed~~accounting todue bediligence ~~“blank~~on ~~check~~prospective ~~company”,~~acquisitions ~~regulatory~~and ~~restrictions~~continuing ~~that~~general ~~are~~and ~~more~~administrative expenses. ~~restrictive~~The ~~than~~proceeds ~~those~~held ~~currently set forth~~ in ~~our~~the ~~certificate~~trust offund ~~incorporation~~were ~~may~~distributed ~~apply~~ to ~~any~~our ~~future~~Class ~~public~~B ~~offerings~~stockholders bybeginning uson ~~and~~February ~~may~~18, ~~further~~2009 ~~limit~~(see Note 3 to our ~~ability~~audited tofinancial ~~raise~~statements ~~funds~~included ~~for~~elsewhere ~~our~~in ~~operations~~this report).

~~Critical~~As ~~Accounting~~indicated in ~~Policies~~the accompanying financial statements, at July 31, 2012, we had $7,219 in cash, current liabilities of $143,666 and working capital deficit of $136,447. 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 financing is 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 the Company’s plans to raise capital or to consummate a transaction will be successful.

~~Our~~We ~~significant~~do ~~accounting~~not ~~policies~~currently ~~are~~have ~~described~~any inspecific ~~Note~~capital-raising plans. 3We may seek to ~~our~~issue ~~audited~~equity ~~financial~~securities, ~~statements~~including ~~included~~preferred ~~elsewhere~~securities infor ~~this~~which ~~report~~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 ~~believe~~cannot assure you that we will be able to raise sufficient capital on favorable, or any, terms. If the ~~following~~proposals, ~~critical~~discussed ~~accounting~~above, ~~polices~~are ~~involved~~approved we may be deemed to be a “blank check company” for purposes of the ~~most~~federal ~~significant~~securities ~~judgments~~laws. ~~and~~If ~~estimates~~we ~~used~~are deemed to be “blank check company”, regulatory restrictions that are more restrictive than those currently set forth in ~~the~~our ~~preparation~~certificate of incorporation may apply to any future public offerings by us and may further limit our ~~financial~~ability ~~statements~~to raise funds for our operations.

~~Item 9A(T). Controls~~Critical ~~and~~Accounting ~~Procedures~~Policies

~~Evaluation~~Our ofsignificant ~~Disclosure~~accounting ~~Controls~~policies are described in Note 3 to our audited financial statements included elsewhere in this report. We believe the following critical accounting polices involved the most significant judgments and ~~Procedures~~estimates used in the preparation of our financial statements.

Based on the evaluation of our disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15d-15(e) under the Exchange Act) required by Exchange Act Rules 13a-15(b) or 15d-15(b), our chief executive officer and our chief financial officer have concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective.12

12Item 9A. Controls and Procedures.

~~Limitations~~Evaluation onof ~~the~~Disclosure ~~Effectiveness~~Controls ofand ~~Controls~~Procedures

ABased ~~control~~on ~~system,~~the noevaluation ~~matter~~of ~~how~~our ~~well~~disclosure controls ~~conceived~~ and ~~operated,~~procedures ~~can~~(as ~~provide~~defined ~~only~~in ~~reasonable,~~the ~~not~~Rules 13a-15(e) ~~absolute,~~and ~~assurance~~15d-15(e) ~~that~~under the ~~objectives~~Exchange ofAct) ~~the~~required ~~control~~by ~~system~~Exchange ~~are~~Act Rules 13a-15(b) ~~met.~~or ~~Because~~15d-15(b), ofour ~~the~~chief ~~inherent~~executive ~~limitations~~officer inand ~~all~~our ~~control~~chief ~~systems,~~financial noofficer ~~evaluation~~have ofconcluded ~~controls can provide absolute assurance~~ that ~~all~~as ~~control~~of ~~issues~~the ~~and instances~~ end of ~~fraud,~~the ifperiod ~~any,~~covered ~~within~~by athis ~~company~~report, ~~have~~our ~~been detected. Our~~ disclosure controls and procedures ~~are~~were ~~designed to provide reasonable assurance of achieving its objectives~~effective.

~~Management's~~Limitations ~~Report~~ on ~~Internal~~the ~~Control~~Effectiveness ~~Over~~of ~~Financial Reporting~~Controls

~~Our~~A ~~management is responsible for establishing and maintaining adequate internal~~ control ~~over~~system, ~~financial~~no ~~reporting~~matter ashow ~~such~~well ~~term~~conceived and isoperated, ~~defined~~can inprovide ~~Exchange~~only ~~Act~~reasonable, ~~Rule~~not ~~13a-15(f).~~absolute, ~~Internal control over financial reporting is a process used to provide reasonable~~ assurance ~~regarding~~that the ~~reliability~~objectives of ~~our financial reporting and~~ the ~~preparation~~control ofsystem ~~our~~are ~~financial statements for external purposes in accordance with generally accepted accounting principles in the United States~~met. ~~Internal~~Because ~~control over financial reporting includes policies and procedures that pertain to~~ of the ~~maintenance~~inherent oflimitations ~~records that~~ in ~~reasonable~~all ~~detail~~control ~~accurately~~systems, ~~and~~no ~~fairly~~evaluation ~~reflect the transactions and dispositions~~ of ~~our~~controls ~~assets;~~can provide ~~reasonable~~absolute assurance that ~~transactions~~all ~~are~~control ~~recorded~~issues and asinstances ~~necessary to permit preparation~~ of ~~our~~fraud, ~~financial~~if ~~statements~~any, inwithin ~~accordance~~a ~~with~~company ~~generally~~have ~~accepted~~been ~~accounting~~detected. ~~principles~~Our indisclosure ~~the~~controls ~~United States,~~ and ~~that~~procedures ~~our receipts and expenditures~~ are ~~being~~designed ~~made~~to ~~only in accordance with the authorization of our board of directors and management; and~~ provide reasonable assurance ~~regarding prevention or timely detection~~ of ~~unauthorized~~achieving ~~acquisition,~~its ~~use or disposition of our assets that could have a material effect on our financial statements~~objectives.

AnManagement's ~~internal~~Report ~~control~~on ~~system~~Internal ~~over~~Control ~~financial~~Over ~~reporting~~Financial has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.Reporting

Our management ~~assessed~~is ~~the~~responsible ~~effectiveness~~for ofestablishing and ~~our~~maintaining adequate internal control over financial reporting as ofsuch ~~July~~term ~~31,~~is ~~2009~~defined in Exchange Act Rule 13a-15(f). InInternal control ~~making~~over ~~this~~financial ~~assessment,~~reporting ~~our~~is ~~management~~a process used ~~the~~to ~~criteria~~provide ~~set~~reasonable ~~forth~~assurance byregarding the ~~Committee~~ reliability of ~~Sponsoring~~our ~~Organizations~~financial ofreporting and the ~~Treadway~~preparation ~~Commission~~of our financial statements for external purposes in ~~Internal~~accordance ~~Control~~with —generally ~~Integrated~~accepted ~~Framework~~accounting principles in the United States. ~~Based~~Internal oncontrol ~~management’s~~over ~~assessment~~financial reporting includes policies and ~~those~~procedures ~~criteria,~~that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our ~~management~~assets; ~~believes~~provide reasonable assurance that wetransactions ~~maintained~~are ~~effective~~recorded ~~internal~~as ~~control~~necessary ~~over~~to permit preparation of our financial ~~reporting~~statements asin accordance with generally accepted accounting principles in the United States, and that our receipts and expenditures are being made only in accordance with the authorization of ~~July~~our 31board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, ~~2009~~use or disposition of our assets that could have a material effect on our financial statements.

~~This~~An ~~annual~~internal ~~report~~control ~~does~~system over financial reporting has inherent limitations and may not ~~include~~prevent anor ~~attestation~~detect ~~report~~misstatements. ofTherefore, ~~our~~even ~~independent~~those ~~registered~~systems ~~public~~determined ~~accounting~~to ~~firm~~be effective ~~regarding~~can ~~internal~~provide ~~control~~only ~~over~~reasonable assurance with respect to financial ~~reporting~~statement preparation and presentation. ~~Management’s~~Also, ~~report~~projections of ~~was~~any ~~not~~evaluation of effectiveness to future periods are subject to ~~attestation~~the byrisk ~~our~~that ~~independent~~controls ~~registered~~may ~~public~~become ~~accounting~~inadequate ~~firm~~because ~~pursuant~~of tochanges in ~~temporary~~conditions, ~~rules~~or that the degree of compliance with the ~~SEC~~policies ~~that~~or ~~permit~~procedures usmay deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to ~~provide~~design ~~only~~into ~~management’s~~the ~~report~~process insafeguards to ~~this~~reduce, ~~annual~~though ~~report~~not eliminate, this risk.

~~Changes~~Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2012. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal ~~Controls~~Control — Integrated Framework. Based on management’s assessment and those criteria, our management believes that we maintained effective internal control over financial reporting as of July 31, 2012.

~~There~~Changes ~~were no changes~~ in ~~our~~Internal ~~internal controls over financial reporting during the quarter ended July 31, 2009 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.~~Controls

13There were no changes in our internal controls over financial reporting during the quarter ended July 31, 2012 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

~~PART III~~13

~~Item 10. Directors, Executive Officers and Corporate Governance~~PART III

~~Our~~Item ~~executive~~10. ~~officers and sole director~~Directors, asExecutive ofOfficers ~~November~~and ~~11,~~Corporate ~~2011, are as follows:~~Governance.

Name	Age	Position
Craig Samuels	41	Director, Chief Executive Officer and President
Mitchell Metzman	47	Chief Financial Officer and Secretary

Our executive officers and sole director, as of October 29, 2012, are as follows:

Craig Samuels, 41, has served as the sole member of our board of directors and our Chief Executive Officer and President since June 2010. Prior to joining the Company, Mr. Samuels was a private investor and entrepreneur specializing in micro-cap investing focusing on emerging markets such as China. In 2000, Mr. Samuels founded LearningElements, Inc., an early elementary education company that developed innovative, verbally interactive educational software, curriculum supplements, and teacher professional development programs, and served as chief executive officer for the company until its acquisition by Plato Learning, Inc. (Nasdaq: TUTR) in 2002. Mr. Samuels received an A.B. degree in Psychology from Washington University in 1992 and received a J.D. from the University of Miami in 1995.

Name	Age	Position

Craig Samuels	42	Director, Chief Executive Officer and President
Mitchell Metzman	48	Chief Financial Officer and Secretary

~~Mitchell~~Craig ~~Metzman~~Samuels, 4742, has served as the sole member of our board of directors and our Chief ~~Financial~~Executive Officer and ~~Secretary~~President since June 2010. Prior to ~~joing~~joining the Company, Mr. ~~Metzman~~Samuels was a private investor, ~~primarily~~and ~~focusing~~entrepreneur onspecializing ~~small-~~in ~~and~~ micro-cap ~~public~~investing ~~companies~~focusing ~~both~~on ~~domestically and in~~ emerging ~~countries~~markets insuch as ~~Asia~~China. In ~~From~~2000, ~~June~~Mr. ~~1991~~Samuels ~~through~~founded ~~July 2000~~LearningElements, MrInc., ~~Metzman~~an ~~served~~early aselementary aeducation ~~research~~company ~~analyst~~that ~~and~~developed innovative, ~~institutional~~verbally ~~trader~~interactive ~~for~~educational ~~Newby~~software, &curriculum ~~Company~~supplements, ~~Inc.~~and teacher professional development programs, aand served ~~regional~~as ~~brokerage~~chief ~~firm~~executive inofficer ~~Rockville,~~for MDthe ~~specialized~~company inuntil ~~both~~its ~~value~~acquisition ~~and~~by ~~growth~~Plato ~~companies~~Learning, Inc. (Nasdaq: TUTR) in 2002. Mr. Samuels ~~Metzman~~ received aan A.B.S. degree in ~~Accounting~~Psychology from ~~the~~Washington ~~Robert H. Smith School of Business,~~ University ~~of Maryland~~ in ~~1986.~~1992 Heand received ~~his~~a ~~CPA~~J.D. infrom the ~~state~~University of ~~Maryland~~ Miami in ~~1990~~1995.

~~Members~~Mitchell ofMetzman, 48, has served as our Chief ~~board~~Financial ofOfficer ~~directors~~and ~~are~~Secretary ~~elected~~since atJune 2010. Prior to joining the ~~annual~~Company, ~~meeting~~Mr. ofMetzman ~~stockholders~~was a private investor, primarily focusing on small- and ~~are~~micro-cap topublic ~~serve~~companies ~~until~~both domestically and in emerging countries in Asia. From June 1991 through July 2000, Mr. Metzman served as a research analyst and institutional trader for Newby & Company, Inc., a regional brokerage firm in Rockville, MD specialized in both value and growth companies. Mr. Metzman received a B.S. degree in Accounting from the ~~next~~Robert ~~annual~~H. ~~meeting~~Smith School of ~~stockholders~~Business, University of Maryland in 1986. He received his CPA in the state of Maryland in 1990.

~~Our~~Members of our board of directors ~~does~~are ~~not~~elected at ~~have an audit committee nor do we have an audit committee financial expert. We do not believe~~ the ~~nature~~annual meeting of ~~our~~stockholders ~~business~~and isare ~~such~~to ~~that~~serve anuntil ~~audit committee or audit committee financial expert would be useful or necessary. Furthermore, we believe that~~ the ~~Company~~next ~~has~~annual ~~inadequate~~meeting ~~financial~~of ~~resources at this time to hire an audit committee financial expert~~stockholders.

WeOur ~~have~~board ~~not~~of ~~adopted~~directors adoes ~~Code~~not ofhave ~~Ethics~~an audit ~~that~~committee ~~applies~~nor todo ~~our~~we ~~principal~~have ~~executive~~an ~~officer~~audit orcommittee ~~principal~~ financial ~~officer,~~expert. orWe ~~persons~~do ~~performing~~not ~~similar~~believe ~~functions,~~the ~~primarily~~nature ~~because~~of weour dobusiness ~~not~~is ~~and~~such ~~will~~that ~~not~~an audit ~~have~~committee ~~any~~or ~~operations~~audit ~~until~~committee ~~such~~financial ~~time~~expert aswould webe ~~enter~~useful ~~into~~or ~~a business combination~~necessary. WeFurthermore, ~~intend~~we tobelieve ~~adopt~~that athe ~~Code~~Company ofhas inadequate ~~Ethics~~financial resources at orthis ~~prior~~time to ~~such~~hire ~~time~~an asaudit wecommittee ~~enter~~financial ~~into a business combination~~expert.

~~Conflicts~~We have not adopted a Code of ~~Interest~~Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions, primarily because we do not and ~~Other~~will ~~Information~~not have any operations until such time as we enter into a business combination. If we are the survivor of a business combination, we intend to adopt a Code of Ethics at or prior to such time as we enter into a business combination.

~~Potential~~Conflicts ~~investors should be aware~~ of ~~the~~Interest ~~following~~and ~~potential~~Other ~~conflicts~~Information ~~of interest:~~

·Potential ~~Mr.~~investors ~~Samuels~~should isbe ~~not~~aware ~~required to commit his full time to~~ of the ~~Company’s~~following ~~affairs~~potential ~~and, accordingly, may have~~ conflicts of interest ~~in allocating management time among various business activities.~~:

· ~~In the course of his other business activities,~~ Mr. Samuels ~~may~~is ~~become~~not ~~aware~~required ofto ~~investment~~commit ~~and~~his ~~business~~full ~~opportunities~~time ~~which may be appropriate for presentation~~ to the Company’s asaffairs ~~well~~and, asaccordingly, ~~the other entities with which he is affiliated. Mr. Samuels~~ may have conflicts of interest in ~~determining~~allocating tomanagement ~~which~~time ~~entity~~among avarious ~~particular~~ business ~~opportunity should be presented~~activities.

· In the course of his other business activities, Mr. Samuels may inbecome aware of investment and business opportunities which may be appropriate for presentation to the ~~future~~Company ~~become~~as ~~affiliated~~well ~~with~~as the other entities, ~~including~~with ~~other~~which ~~blank~~he ~~check~~is ~~companies,~~affiliated. ~~engaged~~Mr. inSamuels ~~business~~may ~~activities~~have ~~similar~~conflicts toof ~~those~~interest ~~intended~~in determining to bewhich ~~conducted~~entity bya ~~the~~particular ~~Company~~business opportunity should be presented.

· Mr. Samuels may ~~enter~~in ~~into~~the ~~consulting~~future orbecome ~~employment~~affiliated ~~agreements~~ with ~~the~~entities, ~~Company~~including asother ~~part~~blank ofcheck acompanies, engaged in business ~~combination~~activities ~~pursuant~~similar to ~~which~~those heintended ~~may~~to be ~~entitled~~conducted toby ~~compensation for his services following~~ the ~~business combination~~Company. ~~The personal and financial interests of Mr. Samuels may influence his motivation in identifying and selecting a target business, and completing a business combination in a timely manner.~~

In· ~~general,~~Mr. ~~officers~~Samuels ~~and~~may ~~directors~~enter ofinto aconsulting ~~corporation~~or ~~incorporated~~employment ~~under~~agreements with the ~~laws~~Company as part of a business combination pursuant to which he may be entitled to compensation for his services following the ~~State~~business combination. The personal and financial interests of ~~Delaware~~Mr. ~~are~~Samuels ~~required~~may toinfluence ~~present~~his motivation in identifying and selecting a target business, ~~opportunities~~and tocompleting a ~~corporation~~business ~~if:~~combination in a timely manner.

·In ~~the~~general, officers and directors of a corporation ~~could~~incorporated ~~financially~~under ~~undertake~~the laws of the ~~opportunity;~~State of Delaware are required to present business opportunities to a corporation if:

· the ~~opportunity~~corporation iscould ~~within~~financially undertake the ~~corporation’s line of business~~opportunity; ~~and~~

· ~~it would not be fair to~~ the ~~corporation and its stockholders for the~~ opportunity ~~not~~is towithin ~~be brought to~~ the ~~attention~~corporation’s line of ~~the~~business; ~~corporation.~~and

~~Accordingly,~~· asit awould ~~result~~not ofbe ~~multiple~~fair ~~business~~to ~~affiliations,~~the ~~Mr.~~corporation ~~Samuels~~and ~~may~~its ~~have~~stockholders ~~similar~~for ~~legal obligations relating to presenting business opportunities meeting~~ the ~~above-listed~~opportunity ~~criteria~~not to ~~multiple~~be ~~entities.~~brought ~~In addition, conflicts of interest may arise when our board of directors evaluates a particular business opportunity with respect~~ to the ~~above-listed~~attention ~~criteria. We cannot assure you that any~~ of the ~~above mentioned conflicts will be resolved in our favor~~corporation. ~~If any of these conflicts are not resolved in our favor, it may diminish our ability to complete a favorable business combination.~~

~~Board~~Accordingly, ~~and~~as ~~Committee~~a ~~Meetings~~result of multiple business affiliations, Mr. Samuels may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board of directors evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. If any of these conflicts are not resolved in our favor, it may diminish our ability to complete a favorable business combination.

~~Our~~Board ~~board~~and ofCommittee ~~directors held no meetings during the fiscal year ended July 31, 2011. A written consent was given on one occasion.~~Meetings

~~Section~~Our ~~16(a)~~board ~~Beneficial;~~of ~~Ownership~~directors ~~Reporting~~held ~~Compliance~~no meetings during the fiscal year ended July 31, 2012. Written consents were given on three occasions.

Section ~~16(a)~~ of the Exchange Act requires our directors, officers, and persons that own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Our officers, directors and 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) ~~forms~~Beneficial; ~~they~~Ownership ~~file.~~Reporting We prepare Section 16(a) forms on behalf of our directors and officers based on the information provided by them. Based solely on review of this information, we believe that, during the fiscal year ended July 31, 2011, no reporting person failed to file the forms required by Section 16(a) of the Exchange Act on a timely basis.Compliance

~~Item~~Section 16(a) of 11the Exchange Act requires our directors, officers, and persons that own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. ~~Executive~~ ~~Compensation~~Our officers, directors and 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. We prepare Section 16(a) forms on behalf of our directors and officers based on the information provided by them. Based solely on review of this information, we believe that, during the fiscal year ended July 31, 2012, no reporting person failed to file the forms required by Section 16(a) of the Exchange Act on a timely basis.

~~None~~Item of11. ~~our~~Executive ~~executive officers or directors has received any cash compensation for services rendered to the Company~~Compensation.

~~From~~None ~~August 1, 2005 through October 12, 2008, we paid Danash Investment and Management Ltd., an entity owned solely by Dror Gad, our former Chief Financial Officer and a former member~~ of our ~~board~~executive of directors, a fee of $7,500 per month for office space and certain office and administrative services. From August 1, 2005 through October 12, 2008, a total of approximately $203,831 has been paid by us to Danash under this agreement. We believe, based on rents and fees for similar services in the Tel-Aviv, Israel metropolitan area, that the fee charged by Danash was at least as favorable as we could have obtained from an unaffiliated person. Other than this $7,500 per-month fee, no compensation of any kind, including finder’s and consulting fees, will be paid to any of our officers or directors, has orreceived any ofcash ~~their~~compensation ~~respective affiliates,~~ for services rendered ~~prior~~ to orthe ~~in connection with a business combination~~Company. However, persons who were stockholders prior to our IPO, including our former officers and directors, have received reimbursement for out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations.

~~Item~~From August 1, 2005 through October 12, 2008, we paid Danash Investment and Management Ltd. ~~Security~~, ~~Ownership~~an entity owned solely by Dror Gad, our former Chief Financial Officer and a former member of ~~Certain~~our ~~Beneficial~~board ~~Owners~~of directors, a fee of $7,500 per month for office space and ~~Management~~certain office and ~~Related~~administrative ~~Stockholder~~services. From ~~Matters~~August 1, 2005 through October 12, 2008, a total of approximately $203,831 has been paid by us to Danash under this agreement. We believe, based on rents and fees for similar services in the Tel-Aviv, Israel metropolitan area, that the fee charged by Danash was at least as favorable as we could have obtained from an unaffiliated person. Other than this $7,500 per-month fee, no compensation of any kind, including finder’s and consulting fees, will be paid to any of our officers or directors, or any of their respective affiliates, for services rendered prior to or in connection with a business combination. However, persons who were stockholders prior to our IPO, including our former officers and directors, have received reimbursement for out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations.

~~The~~Item ~~following~~12. ~~table~~Security ~~sets~~Ownership ~~forth certain information regarding the beneficial ownership~~ of ~~our~~Certain ~~common~~Beneficial ~~stock~~Owners ~~on November 11, 2011, by (1) each director~~ and ~~named~~Management ~~executive officer of our Company, (2) all directors~~ and ~~named~~Related ~~executive~~Stockholder ~~officers of our Company as a group, and (3) each person known by us to own more than 5% of our common stock~~Matters. ~~Applicable percentage ownership in the following table is based on 18,250,003 shares of common stock outstanding as of November 11, 2011.~~

~~Beneficial~~Security ~~ownership~~Ownership ~~is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned~~ by aCertain ~~person~~Beneficial Owners and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or will become exercisable within 60 days after November 11, 2011, are deemed outstanding, while the shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Unless otherwise indicated in the footnotes below, the persons and entities named in the table have sole voting or investment power with respect to all shares beneficially owned, subject to community property laws where applicable.Management

~~Unless~~The ~~otherwise~~following table ~~indicated,~~sets forth certain information regarding the ~~principal~~beneficial ~~address~~ownership of our common stock on October 26, 2012, by (1) each director and named executive officer of ~~the~~our ~~persons~~Company, ~~below~~(2) all isdirectors ~~c/o~~and ~~Moorland~~named ~~Land~~executive ~~Partners~~officers ~~LLC,~~of ~~4808~~our ~~Moorland~~Company ~~Lane,~~as ~~Suite~~a ~~109~~group, and ~~Bethesda~~(3) each person known by us to own more than 5% of our common stock. Applicable percentage ownership in the following table is based on 18,250,003 ~~Maryland~~shares ~~20814~~of common stock outstanding as of October 26, 2012.

	Number of
	Shares		Percentage of
	Beneficially		Outstanding
	Owned		Shares
Executive Officers and Directors
Craig Samuels (1)		17,184,903		94.16	%
Mitchell Metzman (1)		17,184,903		94.16	%
All executive officers and directors as a group (2 persons) (1)		17,184,903		94.16	%
Other 5% Stockholders
Moorland Lane Partners, LLC (1)		17,184,903		94.16	%
FI Investment Group, LLC (2)		534,300		2.93	%

Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or will become exercisable within 60 days after October 26, 2012, are deemed outstanding, while the shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Unless otherwise indicated in the footnotes below, the persons and entities named in the table have sole voting or investment power with respect to all shares beneficially owned, subject to community property laws where applicable.

~~(1)~~Unless ~~Based on information contained in a Schedule 13D filed by Moorland Lane Partners~~otherwise indicated, ~~LLC~~the ~~(“Moorland”)~~principal onaddress ~~July~~of 9,each ~~2010~~of ~~and~~the apersons ~~Schedule~~below ~~13D~~is ~~filing~~c/o by Moorland onLand ~~March~~Partners 10LLC, ~~2011.~~4808 ~~Includes 17,184,903 shares of common stock owned by~~ Moorland. ~~Each of Messrs Samuels and Metzman is a manager and member of Moorland. Accordingly~~Lane, ~~each of Messrs Samuels and Metzman may be deemed to beneficially own 17~~Suite 109,~~184,903~~ ~~shares of common stock and disclaims beneficial ownership of all such shares~~Bethesda, ~~except~~Maryland ~~to the extent of their respective pecuniary interest therein~~20814.

(2) Based on information contained in a Schedule 13D filed by FI Investment Group, LLC and Frank Islam on August 6, 2008. FI Investment Group, LLC and Frank Islam share voting and dispositive power with respect to 534,300 shares of our common stock. Frank Islam is the principal of FI Investment Group, LLC. The address for Mr. Islam and FI Investment Group, LLC is c/o FI Investment Group, LLC, 1600 Tysons Blvd., Suite 1150, McLean, Virginia 22102.

	Number of
	Shares		Percentage of
	Beneficially		Outstanding
Name and Address of Beneficial Owner	Owned		Shares

Executive Officers and Directors
Craig Samuels (1)		17,184,903		94.16	%
Mitchell Metzman (1)		17,184,903		94.16	%
All executive officers and directors as a group (2 persons) (1)		17,184,903		94.16	%
Other 5% Stockholders
Moorland Lane Partners, LLC (1)		17,184,903		94.16	%

16(1) Based on information contained in a Schedule 13D/A filed by Moorland Lane Partners, LLC (“Moorland”) on March 21, 2011. Includes 17,184,903 shares of common stock owned by Moorland. Each of Messrs Samuels and Metzman is a manager and member of Moorland. Accordingly, each of Messrs Samuels and Metzman may be deemed to beneficially own 17,184,903 shares of common stock and disclaims beneficial ownership of all such shares, except to the extent of their respective pecuniary interest therein.

~~Item 13. Certain Relationships and Related Transactions.~~16

~~Other~~Changes than the transactions described below, since August 1, 2010 there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed $120,000, and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.Control

OnIf ~~September 12~~consummated, ~~2008, we entered into an agreement with FI Investment Group LLC, or FIIG, pursuant to which we proposed to our stockholders, including~~ the ~~holders~~Merger ofwill ~~our~~result ~~Class~~in Ba ~~common~~change ~~stock, as an alternative to dissolution, amendments to our certificate of incorporation allowing us to maintain our corporate existence and provide for the prompt distribution of the funds being held~~ in ~~the trust fund for the benefit~~ control of the ~~holders of Class B common stock~~Company. Our agreement to present this alternative to our stockholders was subject to obtaining from FIIG a commitment to extend a credit facility to provide us with additional financial support if our funds were insufficient to meet our on-going obligations and the costs associated with the proposals which were presented to our stockholders.

OnOther ~~December~~than ~~16,~~the ~~2009~~transactions ~~and~~described ~~June~~below, since 29August 1, ~~2010~~2011 anthere ~~officer~~have not been, and ~~shareholder~~there is not currently proposed, any transaction or series of ~~the~~similar ~~company~~transactions to ~~advanced~~which we were or will be a participant in which the ~~company~~amount involved exceeded or will exceed $10120,000, and ~~$15~~in which any director,~~392,~~ executive ~~respectively~~officer, inholder ~~order~~of to5% ~~continue~~or tomore ~~fund~~of ~~its~~any ~~operations.~~class ~~The~~of ~~advance~~our iscapital ~~non-interest~~stock ~~bearing~~or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

OnThe ~~June~~information ~~30,~~required ~~2010~~by ~~the~~Item ~~company issued and sold~~ 1~~,400,000~~ ~~shares~~ of ~~common~~this Form ~~stock~~10-K ~~(par~~with ~~value~~respect ~~of $.0001) at a price of $.01 per share (total proceeds of $14,000)~~ to ~~Moorland Lane Partners, LLC (57% of~~ the ~~common~~proposed ~~shares issued and outstanding after the~~ transaction~~). Upon~~ ~~purchase of these shares the current sole director of the company (Richard J. Roth) resigned and was replaced~~ with aMacau ~~designee~~is ~~director~~incorporated ofherein ~~Moorland~~by ~~Lane Partners, LLC~~reference.

WeOn ~~have~~July ~~reimbursed~~1, ~~our~~2010, ~~initial~~the ~~securityholders~~Company entered into a promissory note up to an amount not to exceed $50,000 ~~including~~with ~~our~~a ~~former~~shareholder ~~officers~~of ~~and~~the ~~directors~~Company, ~~for~~with ~~any~~such ~~reasonable~~promissory ~~out-~~note maturing on July 1, 2011. This maturity date of~~-pocket~~ ~~business~~this ~~expenses~~promissory ~~incurred~~note bywas ~~them~~extended into ~~connection~~March ~~with~~31, ~~certain~~2012 ~~activities~~pursuant onto ~~our~~an ~~behalf~~amendment ~~such~~to aspromissory note ~~identifying~~entered into between the Company and ~~investigating~~such ~~possible~~shareholder ~~target~~on ~~businesses~~August 21, 2012. The note bears interest at a rate of 10% annually and ~~business~~is ~~combinations~~due and payable on March 31, 2012. The lender has advanced $36,000 against the note as of October 29, 2012.

~~Other~~We ~~than~~have ~~the~~reimbursed ~~$7,500~~our ~~per-month~~initial ~~administrative~~securityholders, including ~~fee which we paid Danash and the reimbursements for out-of-pocket expenses paid to~~ our former officers and directors, nofor ~~compensation~~any orreasonable ~~fees~~ out-of-pocket ~~any~~business ~~kind,~~expenses ~~including~~incurred ~~finders~~by ~~and~~them ~~consulting~~in ~~fees,~~connection with ~~were~~certain ~~paid~~activities toon ~~any of~~ our ~~initial~~behalf ~~securityholders,~~such ~~former~~as ~~officers~~identifying orand ~~directors,~~investigating orpossible totarget ~~any~~businesses ofand ~~their~~business ~~affiliates prior to the distribution of the trust fund~~combinations.

None of our officers and directors is required to or does commit his full time to our affairs, and, accordingly, they may have conflicts of interest in allocating their time among various business activities. Our directors own warrants that are subject to lock-up agreements restricting their sale until a business combination is successfully completed. Accordingly, our board may have a conflict of interest in determining whether a particular target business is an appropriate one with which to effect a business combination. Additionally, such individuals may purchase units in the open market.

17Item 14. Principal Accounting Fees and Services.

~~Item~~Gruber ~~14. Principal~~& ~~Accounting~~Company, ~~Fees~~LLC served as our independent registered public accounting firm and ~~Services~~audited our financial statements for the fiscal years ended July 31, 2012 and 2011. Aggregate fees for professional services rendered to us by our independent registered public accounting firm are set forth below:

Ziv Haft, a BDO member firm and independent auditor, has audited our financial statements for the fiscal year ended July 31, 2008. On June 12, 2009, we appointed Gruber & Company, LLC as our independent auditors for the fiscal year ended July 31, 2009 and 2010.

	2012		2011

Audit Fees (1)	$	7,000	$	6,500
Audit-Related Fees (2)				—
Tax Fees (3)				—
All Other Fees (4)				—
Total	$	7,000	$	6,500

The aggregate fees billed to us by Ziv Haft for the fiscal years ended July 31, 2011 and 2010, respectively, are as follows:

(1)		Audit Fees consist of fees incurred for the audits of our annual financial statements and the review of our interim financial statements.

(2)		Audit-Related Fees consist of fees incurred for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the category “Audit Fees.”

	2011		2010
Audit Fees (1)	$	-	$	20,250
Audit-Related Fees (2)
Total	$	-	$	20,250

(1) Audit Fees consist of fees incurred for the audits of our annual financial statements and the review of our interim financial statements.

(3)		Tax Fees consist of fees incurred for professional services rendered for tax compliance, tax advice and tax planning.
(4)		All Other Fees consists of fees incurred for products and services other than Audit Fees, Audit-Related Fees and Tax Fees.

~~(2)~~We ~~Audit-Related~~currently ~~Fees~~do ~~consist~~not ofhave ~~fees~~an ~~incurred for assurance and related services that are reasonably related to the performance of the~~ audit orcommittee. However, ~~review of~~ our ~~financial~~board ~~statements~~of ~~and~~directors ~~are~~has ~~not~~approved ~~reported under~~ the ~~category “Audit Fees,” and include, but are not limited to, professional~~ services ~~related~~described ~~to consultation on proposed business combinations~~above.

~~The aggregate fees billed to us by Gruber & Company, LLC for the fiscal years ended July 31, 2011 and 2010, respectively, are as follows:~~18

	2011		2010
Audit Fees (1)	$	6,500	$	6,500
Audit-Related Fees (2)
Total	$	6,500	$	6,500

PART IV

~~(1)~~Item ~~Audit~~15. ~~Fees~~Exhibits ~~consist of fees incurred for the audits of our annual financial statements~~ and ~~the~~Financial ~~review~~Statement ~~of our interim financial statements~~Schedules.

(2a) Documents ~~Audit-Related~~filed ~~Fees~~as ~~consist~~ part of ~~fees~~this ~~incurred for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the category “Audit Fees.”~~report:

WeConsolidated ~~currently~~Financial ~~do not have an audit committee. However, our board of directors has approved the services described above.~~Statements:

18Reports of Independent Registered Public Accounting Firms for the fiscal years ended July 31, 2012 and 2011;

~~PART IV~~Balance sheets as of July 31, 2012 and 2011;

~~Item 15. Exhibits~~Statements ~~and~~of ~~Financial~~operations ~~Statement~~for the ~~Schedules~~years ended July 31, 2012 and 2011;

~~(a) Documents~~Statements ~~filed~~of ascash ~~part~~flows offor ~~this~~the ~~report:~~years ended July 31, 2012 and 2011;

~~Consolidated~~Statements ~~Financial~~of ~~Statements:~~shareholders’ equity for the years ended July 31, 2012 and 2011; and

~~Reports~~Notes ofto ~~Independent~~financial ~~Registered Public Accounting Firms for the fiscal years ended July 31, 2011 and 2010;~~statements.

~~Balance~~All ~~sheets~~other asfinancial ofschedules ~~July~~are ~~31,~~not ~~2011~~required under the related instructions or are inappropriate and, ~~2010;~~therefore, have been omitted.

~~Statements of operations for the years ended July 31, 2011 and 2010 and from inception~~ (~~August 1, 2005~~b) ~~to July 31, 2011;~~ Exhibits

~~Statements~~The ofexhibits ~~cash~~listed ~~flows~~in ~~for~~ the ~~years~~accompanying Index ~~ended~~to ~~July~~Exhibits ~~31,~~are ~~2011~~filed ~~and~~or ~~2010~~incorporated ~~and~~by ~~from~~reference ~~inception~~as ~~(August~~part 1,of ~~2005)~~this ~~to July 31, 2011;~~report.

~~Statements of shareholders’ equity for the years ended July 31, 2011 and 2010 and from inception (August 1, 2005) to July 31, 2011; and~~19

~~Notes~~Report toof ~~financial~~Independent ~~statements.~~Registered Public Accounting Firm

~~All~~Board ~~other~~of ~~financial~~Directors ~~schedules are not required under the related instructions or are inappropriate~~ and, ~~therefore, have been omitted.~~Stockholders

~~(b) Exhibits~~Israel Growth Partners Acquisition Corp.

~~The~~We ~~exhibits~~have ~~listed~~audited in the accompanying ~~Index~~balance tosheet ~~Exhibits~~of Israel Growth Partners Acquisition Corp. (a development stage company) (the “Company”) as of July 31, 2012 and 2011, and the related statements of operations, stockholders equity (deficit), and cash flows for the years ended July 31, 2012 and 2011. These consolidated financial statements are ~~filed~~the orresponsibility ~~incorporated~~of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We did not audit the cumulative data from August 1, 2005 to July 31, 2008 in the consolidated statements of operations, stockholders’ equity (deficit) and cash flows, which were audited by ~~reference~~other asauditors ~~part~~whose report dated October 31, 2008 which expressed unqualified opinions (the report was modified related to the uncertainty of ~~this~~the Company’s ability to continue as a going concern) have been furnished to us. Our opinion, insofar as it relates to the amounts included for the cumulative period from August 1, 2005 (inception) to July 31, 2008 is based solely on the report of the other auditors.

19We 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 provides a reasonable basis for our opinion.

~~Report~~In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ~~Independent~~Israel ~~Registered~~Growth ~~Public~~Partners ~~Accounting~~Acquisition ~~Firm~~Corp. (a development stage company) as of July 31, 2012, and the results of its operations and cash flows for the year ended July 31, 2012 and for the period from August 1, 2005 (inception) through July 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

~~Board~~The ofaccompanying ~~Directors~~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 has incurred and ~~Stockholders~~expects to continue to incur costs in pursuit of its acquisition plan. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Israel~~Gruber ~~Growth~~& ~~Partners~~Company, ~~Acquisition Corp.~~LLC

WeLake ~~have~~Saint ~~audited the accompanying balance sheets of Israel Growth Partners Acquisition Corp. (a development stage company) (the “Company”) as of July 31~~Louis, 2011 and 2010, and the related statements of operations, stockholders equity (deficit), and cash flows for the years ended July 31, 2011and July 31, 2010 and for the period from August 1, 2008 to July 31, 2011. 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 did not audit the cumulative data from August 1, 2005 to July 31, 2008 in the consolidated statements of operations, stockholders’ equity (deficit) and cash flows, which were audited by other auditors whose report dated October 31, 2008 which expressed unqualified opinions (the report was modified related to the uncertainty of the Company’s ability to continue as a going concern) have been furnished to us. Our opinion, insofar as it relates to the amounts included for the cumulative period from August 1, 2005 (inception) to July 31, 2008 is based solely on the report of the other auditors.Missouri

WeSeptember 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 have18, 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 provides a reasonable basis for our opinion.2012

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Israel Growth Partners Acquisition Corp. (a development stage company) as of July 31, 2011 and July 31, 2010, and the results of its operations and cash flows for the years ended July 31, 2011 and July 31, 2010 and for the period from August 1, 2005 (inception) through July 31, 2011 in conformity with accounting principles generally accepted in the United States of America.20

~~The~~Israel ~~accompanying~~Growth ~~financial~~Partners ~~statements~~Acquisition ~~have been prepared assuming that the Company will continue as a going concern~~Corp. As discussed in Note 1 to the financial statements, the Company has incurred and expects to continue to incur costs in pursuit of its acquisition plan. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Gruber~~Balance ~~& Company, LLC~~Sheets

Lake Saint Louis, Missouri

	As of			As of
	July 31, 2012			July 31, 2011

ASSETS
Current Assets:
Cash and cash equivalents	$	7,219		$	24,474

Total assets	$	7,219		$	24,474

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Accrued expenses	$	33,166		$	31,563
Notes Payable due shareholders & directors (Note 1)		110,500			36,000
Total current liabilities		143,666			67,563

Notes Payable long-term (Note 1)		-			35,000

Commitments (Note 4)

Stockholders' Equity (Deficit) (Notes 2, 4 and 5)

Preferred stock, par value $.0001 per share,
5,000 shares authorized, 0 shares issued		-			-
and outstanding
Common stock, par value $.0001 per share,
80,000,000 shares authorized, 18,250,003
shares issued and outstanding		1,825			1,825
at July 31, 2012 and 2011, respectively.
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			1,498,214
Retained earnings (deficit) accumulated in the development stage		(1,636,486	)		(1,578,128	)

Total stockholders' equity (deficit)		(136,447	)		(78,089	)

Total liabilities and stockholders' (deficit)	$	7,219		$	24,474

~~October~~See ~~31,~~Notes ~~2011~~to Financial Statements

F-1

Israel Growth Partners Acquisition Corp.

~~Balance~~Statements ~~Sheets~~of Operations

	As of			As of
	For the Year Ended						Period from inception (August 1, 2005) to
	July 31, 2011			July 31, 2010
	July 31, 2012			July 31, 2011			July 31, 2012
ASSETS
Revenue	$	-		$	-		$	-
Current Assets:
Operating expenses:
Cash and cash equivalents	$	24,474		$	24,556
Professional fees		31,061			38,686			919,505
Total assets	$	24,474		$	24,556
Delaware franchise tax		1,136			325			237,137
LIABILITIES AND STOCKHOLDERS' EQUITY
Other general and administrative expenses (Note 4)		26,161			14,837			586,254
Current Liabilities:
Loss from operations		(58,358	)		(53,848	)		(1,742,896	)
Accrued expenses	$	31,563		$	27,371
Other Income (Note1)		-			14,574			14,574
Notes Payable due shareholders & directors (Note 1)		36,000			36,000
Interest Income		-			-			3,715,745
Total current liabilities		67,563			63,371
Income (loss) before provision for income taxes		(58,358	)		(39,274	)		1,987,423
Notes Payable long-term (Note 1)		35,000			-
Provision for income taxes		-			-			-
Commitments (Note 4)
Net income (loss) for the period	$	(58,358	)	$	(39,274	)	$	1,987,423
Stockholders' Equity (Deficit) (Notes 2, 4 and 5)
Accretion of Trust Fund relating to Class B
Preferred stock, par value $.0001 per share, 5,000 shares authorized, 0 shares issued and outstanding		-			-
common stock subject to conversion		-			-			(734,003	)
Common stock, par value $.0001 per share, 80,000,000 shares authorized, 18,250,003 and 2,465,100 shares issued and outstanding at July 31, 2011 and July 31, 2010, respectively		1,825			247
Net income (loss) attributable to other Class B stockholders
Common stock, Class B, par value $.0001 per share, 12,000,000 shares authorized, 0 shares issued and outstanding		-			-
and common stockholders	$	(58,358	)	$	(39,274	)	$	1,253,420
Additional paid-in-capital		1,498,214			1,499,792
Weighted average Class B common shares outstanding
Retained earnings (deficit) accumulated in the development stage		(1,578,128	)		(1,538,854	)
subject to conversion (no Class B common shares
Total stockholders' equity (deficit)		(78,089	)		(38,815	)
outstanding on October 31, 2009)		-			-
Total liabilities and stockholders' (deficit)	$	24,474		$	24,556
Net income per Class B common share subject to
conversion, basic and diluted	$	-		$	-
Weighted average number of shares outstanding, basic and diluted		18,250,003			8,606,076
Net income (loss)per share, basic and diluted	$	(0.00	)	$	(0.00	)

See Notes to Financial Statements

F-2

Israel Growth Partners Acquisition Corp.

~~Statements~~Statement of ~~Operations~~Stockholders’ Equity

	For the Year Ended						Period from inception (August 1, 2005) to
	Common Stock						Common Stock, Class B						Additional Paid -In			Deficit accumulated in the development
	July 31, 2011			July 31, 2010			July 31, 2011
	Shares			Amount			Shares			Amount			Capital			stage			Total
Revenue							$	-
Balance, August 1, 2005 (inception)		-		$	-			-		$	-		$	-		$	-		$	-
Operating expenses:
Issuance of Common Stock to initial
Professional fees		38,686			24,692			888,444
stockholder		100			-			-			-			500			-			500
Delaware franchise tax		325			6,156			236,001
Issuance of 4,950,000 Warrants
Other general and administrative expenses (Note 4)		14,837			9,931			560,093
at $0.05 Per Warrant		-			-			-			-			247,500			-			247,500
Loss from operations		(53,848	)		(40,779	)		(1,684,538	)
Sale of 532,500 Series A Units, 5,118,000
Other Income		14,574			-			14,574
Series B Units through public offering
Interest Income		-			-			3,715,745
net of underwriters' discount and offering
Income (loss) before provision for income taxes		(39,274	)		(40,779	)		2,045,781
expenses and net of proceeds of 10,333,190
Provision for income taxes		-			-			-
allocable to 2,046,176 shares of common stock,
Net income (loss) for the period	$	(39,274	)	$	(40,779	)	$	2,045,781
Class B subject to possible conversion		1,065,000			107			8,189,824			819			42,567,464			-			42,568,390
Accretion of Trust Fund relating to Class B common stock subject to conversion		-			-			(734,003	)
Proceeds from sale of underwriters'
Net income (loss) attributable to other Class B stockholders and common stockholders	$	(39,274	)	$	(40,779	)	$	1,311,778
purchase option		-			-			-			-			100						100
Weighted average Class B common shares outstanding subject to conversion (no Class B common shares outstanding on October 31, 2009)		-			-
Accretion relating to Class B common stock
Net income per Class B common share subject to conversion, basic and diluted	$	-		$	-
subject to possible conversion														(5,853	)					(5,853	)
Weighted average number of shares outstanding, basic and diluted		18,382,145			1,270,525
Net loss for the period		-			-			-			-			-			(84,852	)		(84,852	)
Net income (loss)per share, basic and diluted	$	(0.00	)	$	(0.03	)
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
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
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
before reclassification of interest earned on trust account																	2,192,732			-
Reclassification of interest earned on trust account since
inception to additional paid-in capital														3,319,382			(3,319,382	)		-
Reclassification of Class B common stock value
subject to redemption to current liability														(44,014,447	)		-			(44,014,447	)
Proceeds from sale by beneficial owner of Class B stock														7,343						7,343
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
subject to possible conversion														(64,605	)					(64,605	)
Reclassification of interest earned on trust account
to additional paid-in capital														304,527			(304,527	)		-
Reclassification of Class B common stock value
subject to redemption to current liability														(238,645	)					(238,645	)
Cancellation of 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		2,465,100		$	247			-		$	-		$	1,499,792		$	(1,538,854	)	$	(38,815	)
Net (Loss) for the period																	(39,274	)		(39,274	)
Exercise of cashless common stock warrants (Note 1)		15,784,903			1,578									(1,578	)					-
Balance, July 31, 2011		18,250,003		$	1,825			-		$	-		$	1,498,214		$	(1,578,128	)	$	(78,089	)
Net (Loss) for the period																	(58,358	)		(58,358	)
Balance, July 31, 2012		18,250,003		$	1,825			-		$	-		$	1,498,214		$	(1,636,486	)	$	(136,447	)

See Notes to ~~the~~ Financial Statements

F-3

Israel Growth Partners Acquisition Corp.

~~Statement~~Statements of ~~Stockholders’~~Cash ~~Equity~~Flows

																Deficit
	For the year ended						Period from inception (August 1, 2005) to
													Additional			accumulated in
	July 31, 2012			July 31, 2011			July 31, 2012
	Common Stock						Common Stock, Class B						Paid -In			the development
CASH FLOWS FROM OPERATING ACTIVITIES
	Shares			Amount			Shares			Amount			Capital			stage			Total
Net income (loss) for the period	$	(58,358	)	$	(39,274	)	$	1,987,423
Balance, August 1, 2005 (inception)		-		$	-			-		$	-		$	-		$	-		$	-
Adjustments to reconcile net income to net cash used in operating activities:
Issuance of Common Stock to initial stockholder		100			-			-			-			500			-			500
Gain on maturity of Securities held in Trust Fund		-			-			(3,622,633	)
Issuance of 4,950,000 Warrants at $0.05 Per Warrant		-			-			-			-			247,500			-			247,500
Changes in operating assets and liabilities:
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
Decrease (increase) in interest receivable in trust		-			-			-
Proceeds from sale of underwriters' purchase option		-			-			-			-			100						100
Decrease (Increase) in prepaid expenses		-			-			-
Accretion relating to Class B common stock subject to possible conversion														(5,853	)					(5,853	)
(Decrease) Increase in accrued expenses		1,603			4,192			33,166
Net loss for the period		-			-			-			-			-			(84,852	)		(84,852	)
Net cash used in operating activities		(56,755	)		(35,082	)		(1,602,044	)
Balance, July 31, 2006		1,065,100		$	107			8,189,824		$	819		$	42,809,711		$	(84,852	)	$	42,725,785
CASH FLOWS FROM INVESTING ACTIVITIES
Accretion relating to Class B common stock subject to possible conversion														(369,496	)					(369,496	)
Purchase of Securities held in trust		-			-			(1,665,222,246	)
Net income for the period																	1,479,275			1,479,275
Maturity of Securities held in trust		-			-			1,613,530,446
Balance, July 31, 2007		1,065,100		$	107			8,189,824		$	819		$	42,440,215		$	1,394,423		$	43,835,564
Net cash used in investing activities		-			-			(51,691,800	)
Accretion relating to Class B common stock subject to possible conversion														(294,049	)					(294,049	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net income for the period																	798,309			798,309
Proceeds from issuance of common stock to initial stockholder		-			-			500
Net income from inception to July 31, 2008 before reclassification of interest earned on trust account																	2,192,732			-
Proceeds from issuance of warrants		-			-			247,500
Reclassification of interest earned on trust account since inception to additional paid-in capital														3,319,382			(3,319,382	)		-
Proceeds from advances from shareholders		-			-			25,392
Reclassification of Class B common stock value subject to redemption to current liability														(44,014,447	)		-			(44,014,447	)
Proceeds from promissory notes		39,500			35,000			110,500
Proceeds from sale by beneficial owner of Class B stock														7,343						7,343
Proceeds from the issuance of common stock		-			-			14,000
Balance, July 31, 2008		1,065,100		$	107			8,189,824		$	819		$	1,458,444		$	(1,126,650	)	$	332,720
Proceeds from sale of underwriters' purchase option		-			-			100
Accretion relating to Class B common stock subject to possible conversion														(64,605	)					(64,605	)
Portion of net proceeds from sale of Series B units
Reclassification of interest earned on trust account to additional paid-in capital														304,527			(304,527	)		-
through public offering allocable to shares of
Reclassification of Class B common stock value subject to redemption to current liability														(238,645	)					(238,645	)
common stock, Class B subject to possible
Cancellation of B Common Stock								(8,189,824	)		(819	)		819						-
conversion		-			-			10,327,338
Net (Loss) for the period																	(66,898	)		(66,898	)
Proceeds from sale by beneficial owner of Class B stock		-			-			7,343
Balance, July 31, 2009		1,065,100		$	107			-		$	-		$	1,460,540		$	(1,498,075	)	$	(37,428	)
Net proceeds from sale of Series A and B units through public
Capital contribution by shareholders														25,392						25,392
offering allocable to stockholders' equity		-			-			42,568,390
Proceeds from the sale of common shares on June 30, 2010		1,400,000			140									13,860						14,000
Net cash (used in) provided by financing activities		39,500			35,000			53,301,063
Net (Loss) for the period																	(40,779	)		(40,779	)
Net increase (decrease) in cash and cash equivalents		(17,255	)		(82	)		7,219
Balance, July 31, 2010		2,465,100		$	247			-		$	-		$	1,499,792		$	(1,538,854	)	$	(38,815	)
Cash and cash equivalents
Net (Loss) for the period																	(39,274	)		(39,274	)
Beginning of period		24,474			24,556			-
Exercise of cashless common stock warrants (Note 1)		15,784,903			1,578									(1,578	)					-
End of period	$	7,219		$	24,474		$	7,219
Balance, July 31, 2011 (Audited)		18,250,003		$	1,825			-		$	-		$	1,498,214		$	(1,578,128	)	$	(78,089	)
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 ~~the~~ Financial Statements

F-4

~~Israel~~NOTES ~~Growth~~TO ~~Partners~~FINANCIAL ~~Acquisition Corp.~~STATEMENTS

~~Statements~~NOTES ofTO ~~Cash~~AUDITED ~~Flows~~FINANCIAL STATEMENTS

	For the twelve month period ended						Period from inception (August 1, 2005) to
	July 31, 2011			July 31, 2010			July 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) for the period	$	(39,274	)	$	(40,779	)	$	2,045,778
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		4,192			(32,746	)		31,563
Net cash used in operating activities		(35,082	)		(73,525	)		(1,545,289	)
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		-			25,392			25,392
Proceeds from promissory notes		35,000			36,000			71,000
Proceeds from the issuance of common stock		-			14,000			14,000
Proceeds from sale of underwriters' purchase option		-			-			100
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
Proceeds from sale by beneficial owner of Class B stock		-			-			7,343
Net proceeds from sale of Series A and B units through publicoffering allocable to stockholders' equity		-			-			42,568,390
Net cash (used in) provided by financing activities		35,000			75,392			53,261,563
Net increase (decrease) in cash and cash equivalents		(82	)		1,867			24,474
Cash and cash equivalents
Beginning of period		24,556			22,689			-
End of period	$	24,474		$	24,556		$	24,474
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)	$	-		$	-		$	-

Israel Growth Partners Acquisition Corp

~~See~~NOTES ~~Notes~~TO toFINANCIAL ~~Financial Statements~~STATEMENTS

~~F-5~~For the Year ended July 31, 2012

~~NOTES~~NOTE TO1 ~~FINANCIAL~~– ~~STATEMENTS~~ORGANIZATION AND BUSINESS OPERATIONS

~~NOTES~~Israel TOGrowth ~~AUDITED~~Partners ~~FINANCIAL~~Acquisition ~~STATEMENTS~~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 July 31, 2012 related to the Company’s formation and capital raising activities. The Company has selected July 31 as its year end.

~~Israel~~The ~~Growth~~Company ~~Partners~~is ~~Acquisition~~considered ~~Corp~~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 by Development Stage Enterprises.

~~NOTES TO FINANCIAL STATEMENTS~~Organization

~~For~~The registration statement for the ~~Year~~Company’s ~~ended~~initial public Offering (“Offering”) was declared effective on July 3111, 2006. ~~2011~~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”).

~~NOTE~~Both 1the –Company’s ~~ORGANIZATION~~common ~~AND~~stock ~~BUSINESS~~and ~~OPERATIONS~~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.

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 July 31, 2011 related to the Company’s formation and capital raising activities. The Company has selected July 31 as its year end.Operations

~~The~~Under the Offering, the Company isindicated ~~considered~~its intent to bedissolve in the event of a ~~development~~failure ~~stage~~to ~~company~~consummate ~~and~~a asBusiness ~~such~~Combination within the ~~financial~~Target ~~statements~~Business ~~presented~~Acquisition ~~herein~~Period. ~~are~~On ~~presented~~March in6, ~~accordance~~2008 the Company entered into a merger agreement with ~~FASB~~Negevtech ~~ASC:~~Ltd., ~~Topic~~an ~~915~~Israeli company. On July 18, ~~Accounting~~ 2008, the Company announced that it and ~~Reporting~~Negevtech Byhad ~~Development~~terminated ~~Stage~~their ~~Enterprises~~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.

~~Organization~~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 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 overF-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”).5

~~Both~~The ~~the~~agreement ~~Company’s~~also ~~common~~provided ~~stock~~FIIG ~~and~~with ~~Class B common stock had one vote per share. However,~~ the ~~Class~~right Bto ~~stockholders~~appoint ~~could,~~a member ~~and~~to the ~~common~~Company’s ~~stockholders~~board ~~could~~of ~~not~~directors. Additionally, ~~vote~~it inprovided ~~connection~~for ~~with~~the aresignation ~~Business~~of ~~Combination.~~each ~~Since~~of athe ~~Business~~Company’s directors ~~Combination~~and ~~was~~officers ~~not~~that ~~consummated~~were ~~during~~serving the ~~Target~~Company ~~Business Acquisition Period,~~ as ~~noted~~of ~~above,~~ the ~~Trust~~date ~~Fund~~of ~~was~~the ~~distributed~~agreement ~~pro-rata~~upon tothe ~~all~~Company’s stockholders approval of the ~~Class~~amendments Bto ~~common~~the ~~stockholders~~Company’s ~~and~~certificate ~~their~~of ~~Class~~incorporation Bdescribed ~~common~~in ~~shares~~the ~~were~~agreement ~~cancelled~~ and ~~returned~~after toall ~~the status~~ of ~~authorized~~the ~~but~~assets ~~unissued~~in the ~~shares.~~trust ~~Common~~fund ~~stockholders~~are ~~did~~distributed ~~not~~to ~~receive~~the ~~any~~holders of ~~the~~Class ~~proceeds~~B ~~from~~common ~~the Trust Fund~~stock.

~~Operations~~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 affected at par on October 7, 2008.

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~~October 2620, ~~2006~~2008, the Company ~~consummated~~filed ~~the~~a ~~closing~~preliminary ofproxy ~~an additional 32~~statement,~~500~~ at ~~Series~~the Arequest ~~Units~~of ~~and 518~~FIIG,~~000~~ ~~Series~~to Bhold ~~Units~~a ~~which~~special ~~were~~stockholders ~~subject~~meeting to anconsider ~~over-allotment~~proposals ~~option~~for ~~granted to~~ the ~~underwriters.~~distribution ~~The Offering generated total net proceeds~~ of ~~approximately~~the ~~$52.9~~funds ~~million of which $51.7 million was placed~~ in anthe ~~interest-bearing~~ IPO trust account ~~(“Trust Fund”). The Company’s management was given broad authority with respect~~ to the ~~application~~Class ofB ~~the~~common ~~proceeds~~stockholders ofand the ~~Offering~~cancellation ~~although substantially all~~ of the ~~proceeds~~outstanding shares of the ~~Offering~~Class ~~were~~B ~~intended~~common ~~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~~ without the ~~terms~~requirement ofthat the Company’s ~~certificate~~dissolve ofand ~~incorporation~~liquidate, ~~the~~and ~~funds~~to ~~held~~allow in the ~~Trust~~Company ~~Fund~~to ~~were~~continue ~~required~~its tocorporate beexistence ~~returned~~after to the distribution ~~holders~~ of ~~Class~~the Btrust ~~common~~fund ~~stock~~by ifremoving athose ~~Business~~provisions ~~Combination was not contracted~~ in ~~18 months, or consummated in 24 months, subsequent to~~ the ~~Offering~~Company’s ~~(the~~certificate ~~“Target~~of ~~Business~~incorporation ~~Acquisition~~that ~~Period”). Under~~would require the ~~Offering, the~~ Company ~~indicated its intent~~ to dissolve inor ~~the~~liquidate ~~event~~and ofthat alimit ~~failure~~its status to ~~consummate~~ a ~~Business~~blank ~~Combination~~check ~~within the Target Business Acquisition Period~~company.

~~Both~~On January 27, 2009 the Company’s ~~common~~Board ~~stock~~of ~~and~~Directors ~~Class~~set a Bmeeting ~~common~~date ~~stock~~of ~~had~~February ~~one~~16, ~~vote~~2009 ~~per~~for ~~share.~~the ~~However,~~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 ~~stockholders~~common ~~could~~stock, and to allow the ~~common~~Company ~~stockholders~~to ~~could~~continue ~~not~~its corporate existence after the distribution of the trust account, ~~vote~~without inrequiring ~~connection~~the ~~with~~dissolution aand ~~Business~~liquidation ~~Combination~~of the Company or to approve the dissolution and liquidation of the Company.

FAt 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-6The-Counter Bulletin Board and ceased to trade or be 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.

OnAt ~~March~~a 6continuation of the special stockholder meeting held on February 17, ~~2008~~2009, the Company’s ~~entered~~stockholders ~~into~~(then aconsisting ~~merger~~only ~~agreement~~of ~~with~~holders ~~Negevtech~~of ~~Ltd.,~~common anstock) ~~Israeli~~approved ~~company.~~proposals Onto ~~July~~amend and ~~18,~~restate ~~2008,~~ the Company’s ~~announced~~certificate ~~that~~of itincorporation ~~and~~to ~~Negevtech~~(1) ~~had~~remove ~~terminated~~certain ~~their~~blank ~~definitive~~check ~~agreement~~company-related ~~due~~restrictions, toincluding provisions anwhich ~~inability~~required the Company to ~~consummate~~dissolve following the ~~transaction~~distribution byof ~~that~~the ~~date,~~trust ~~which~~account ~~was~~and provisions authorizing the Class ~~last~~B ~~possible~~common ~~date~~stock, ~~that~~and ~~the~~(2) ~~Company~~increase ~~could~~the ~~consummate~~authorized ashares ~~transaction~~of ~~under~~common ~~its~~stock ~~certificate~~from of40,000,000 ~~incorporation~~shares asto ~~amended~~80,000,000 shares. As a result of this stockholder vote, the Company ~~announced~~filed ~~plans~~an toamended ~~distribute~~and ~~the~~restated ~~amount~~certificate ~~held~~of inincorporation, ~~the~~which ~~Trust~~allowed ~~Fund~~the Company to continue its ~~Class~~corporate Bexistence ~~stockholders~~following the distribution of the trust fund.

OnAt ~~September~~a ~~12,~~meeting ~~2008~~of the Company’s ~~and~~Board FIof ~~Investment~~Directors ~~Group.,~~held on ~~LLC~~March ~~(“FIIG”)~~13, 2009, the ~~largest~~Board ~~holder~~ of ~~shares~~Directors ofappointed ~~the~~Richard ~~Company’s $~~J.~~0001~~ ~~par value common stock~~Roth, ~~entered~~FIIG’s ~~into~~Managing anDirector ~~agreement~~and ~~under~~Chief ~~which~~Financial ~~the~~Officer, and ~~Company~~Abhishek Jain, atChief ~~the~~Executive ~~request~~Officer of ~~FIIG~~WTP Capital, ~~agreed~~LLC, to ~~propose~~the toBoard ~~its~~of ~~stockholders,~~Directors. ~~including~~Immediately following the ~~holders~~ appointment of ~~its~~Mr. ~~shares~~Roth ofand $Mr.~~0001~~ ~~par~~Jain, ~~value~~each ~~Class~~of Bthe ~~common~~remaining ~~stock,~~members asof anthe ~~alternative~~Board toof ~~dissolution~~Directors, ~~amendments~~Matty toKarp, ~~its~~Carmel ~~certificate~~Vernia ofand ~~incorporation~~Dror ~~allowing~~Gad, resigned from the ~~Company~~Board toof ~~maintain~~Directors ~~its corporate existence~~ and ~~provide~~as ~~for~~officers ~~the prompt distribution~~ of the ~~funds~~Company, ~~being~~resulting ~~held~~ in ~~trust~~Mr. ~~for~~Roth ~~the~~and ~~benefit~~Mr. ofJain ~~the~~continuing ~~holders~~as ofthe ~~Class~~sole Bmembers ~~common stock in connection with~~ of the ~~cancellation~~Board of ~~their Class B shares~~Directors.

~~The~~On ~~agreement~~December ~~also~~16, ~~provided~~2009 ~~FIIG~~and ~~with~~June ~~the~~29, ~~right to appoint a member to the Company’s board of directors. Additionally~~2010, itan ~~provided~~officer ~~for the resignation of each of the Company’s directors~~ and ~~officers that were serving the Company as~~ shareholder of the ~~date~~company ofadvanced the ~~agreement~~company ~~upon~~$10,000 ~~the~~and ~~Company’s~~$15,392, ~~stockholders~~respectively, ~~approval~~in oforder ~~the~~to ~~amendments~~continue to ~~the~~fund ~~Company’s~~its ~~certificate~~operations. ofThe ~~incorporation~~advances were ~~described~~non-interest inbearing. ~~the~~These ~~agreement~~advances ~~and~~were ~~after~~later ~~all~~converted ofinto ~~the~~shareholders ~~assets in the trust fund are distributed to the holders of Class B common stock~~equity.

On ~~October~~June 1430, ~~2008~~2010, the Company ~~announced~~issued ~~that~~and itsold ~~had determined~~1,400,000 ~~in light~~ shares of ~~current~~common ~~market~~stock ~~uncertainties,~~(par tovalue ~~authorize the transfer~~ of ~~the~~$.0001) ~~funds~~at ~~being held in the IPO trust account from~~ a ~~money~~price ~~market~~of ~~fund invested primarily in municipal bonds into the Federated Treasury Obligations Fund - Institutional Shares (~~$33.501 ~~billion~~per inshare ~~assets~~(total asproceeds of ~~September 30~~$14, ~~2008~~000), ato ~~money~~Moorland ~~market~~Lane ~~fund~~Partners, ~~invested~~LLC in(holder of ~~U.S.~~57% ~~treasury~~of ~~and~~the ~~treasury~~common ~~repurchase~~shares ~~agreements.~~issued ~~The~~and ~~fund~~outstanding isimmediately ~~held~~after inthe atransaction) ~~brokerage account at Barclays Capital~~(“Moorland”). ~~The~~Upon ~~IPO~~purchase ~~trust~~of these ~~account~~shares, ~~assets~~the ~~are~~sole ~~held~~director inof athe ~~custodial~~company ~~account~~(Richard ~~at State Street Bank & Trust~~J. ~~The~~Roth) ~~transfer~~resigned ofand ~~$55,222,377 in IPO trust account assets~~ was ~~effected~~replaced atwith ~~par~~a ondesignee ~~October~~director 7,of ~~2008~~Moorland.

On ~~October~~December 2027, ~~2008~~2010, the Company ~~filed~~issued a ~~preliminary~~promissory ~~proxy~~note ~~statement,~~in the atoriginal ~~the~~principal ~~request~~amount of ~~FIIG~~$35,000 to ~~hold~~Moorland. aThe ~~special~~promissory ~~stockholders~~note ~~meeting~~bears tointerest ~~consider~~at ~~proposals for~~ the ~~distribution~~rate of ~~the~~6% ~~funds~~per inannum ~~the~~and ~~IPO~~is ~~trust~~due and ~~account~~payable toon ~~the~~December ~~Class~~27, B2012. ~~common~~In ~~stockholders~~consideration ~~and~~of the ~~cancellation~~issuance of the ~~outstanding~~promissory ~~shares~~note, of the ~~Class~~Company Bissued ~~common~~a ~~stock,~~warrant ~~without~~to ~~the~~purchase 16,000,000 ~~requirement~~shares ~~that~~of the Company’s ~~dissolve~~common ~~and~~stock ~~liquidate,~~to ~~and~~Moorland toat ~~allow~~an ~~the~~exercise ~~Company~~price toof ~~continue~~$.02 ~~its~~per ~~corporate~~share. ~~existence~~On ~~after~~March ~~the~~10, ~~distribution~~2011, ofMoorland exercised the ~~trust~~warrant ~~fund~~on bya ~~removing~~cashless ~~those~~basis, ~~provisions~~and inas ~~the~~a ~~Company’s~~result ~~certificate~~ of ~~incorporation~~such ~~that~~exercise, ~~would~~received ~~require~~15,784,903 shares of the Company’s common tostock. ~~dissolve~~The orremaining ~~liquidate~~215,097 ~~and~~shares ~~that~~were ~~limit~~withheld ~~its~~by ~~status~~the toCompany ain ~~blank~~consideration ~~check~~for ~~company~~the exercise of the warrant.

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.F-6

AtOn aAugust ~~special meeting of stockholders held on February 16~~21, ~~2009~~2012, the Company’s ~~stockholders~~and ~~approved~~Moorland entered into a Second ~~proposal~~Amendment to ~~distribute~~Promissory ~~the~~Note ~~Company’s trust fund for the benefit of its Class B common stockholders, without the requirement~~ that ~~the~~amended ~~Company dissolve and liquidate. As a result of~~ the ~~stockholder~~promissory ~~vote,~~note ~~the~~issued ~~Company filed an amendment~~ to ~~its~~Moorland ~~certificate~~on ofJuly ~~incorporation~~1, ~~which~~2010 ~~resulted~~ in the ~~cancellation~~original ofprincipal amount ~~all shares~~ of ~~the Company’s Class B common stock~~$50,000.00, ~~and the conversion~~ of ~~those~~which ~~shares~~$36,000 ~~into~~is ~~the~~outstanding ~~right~~at toJuly ~~receive~~31, ~~a pro rata share of the trust fund distribution~~2012. ~~Thereafter,~~ ~~the~~Pursuant ~~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~~amendment, ~~and~~ the ~~trust~~promissory ~~fund~~note, ~~was~~which ~~distributed~~bears interest toat the ~~holders~~rate of ~~Class~~10% Bper ~~common stock. The total amount of funds in the Trust Fund distributed to the holders of Class B common stock was $55~~annum,~~315,709. FIIG,~~ ~~the~~is ~~largest~~due ~~holder~~and ofpayable ~~shares~~on ofMarch ~~the Company’s common stock~~1, ~~became the Company’s majority stockholder as a result of the cancellation of the outstanding Class B common stock~~2013.

AtIn aJanuary ~~continuation~~2012, of the ~~special~~Company ~~stockholder~~issued ~~meeting~~a ~~held~~promissory onnote ~~February~~to ~~17,~~an affiliate ~~2009,~~of ~~the~~Macau ~~Company’s~~Resources ~~stockholders~~Group Limited (~~then~~“Macau ~~consisting~~Resources”) ~~only~~in ofthe ~~holders~~original principal amount of ~~common~~$12,500 ~~stock)~~to ~~approved~~help meet ~~proposals~~the toongoing ~~amend~~working ~~and~~capital ~~restate~~needs of the Company’s. ~~certificate~~The ofpromissory ~~incorporation~~note tobears ~~(1)~~interest ~~remove~~at ~~certain~~a ~~blank~~rate ~~check~~of ~~company-related~~2% ~~restrictions,~~per ~~including~~annum ~~provisions~~and ~~which~~is ~~required~~payable upon the ~~Company~~lender’s torequest ~~dissolve~~any ~~following~~time ~~the~~after ~~distribution~~December of31, ~~the~~2012. ~~trust~~Effective ~~account~~June ~~and~~28, ~~provisions~~2012, ~~authorizing~~ the ~~Class~~Company Bissued ~~common~~a ~~stock,~~promissory ~~and~~note to ~~(2) increase~~ the ~~authorized~~such ~~shares~~affiliate of ~~common~~Macau ~~stock~~in ~~from~~the ~~40,000,000~~original ~~shares~~principal toamount 80of $14,~~000,000~~500 ~~shares. As~~to ahelp ~~result~~meet ofthe ~~this~~ongoing ~~stockholder~~working ~~vote,~~capital ~~the~~needs of the Company. ~~filed~~The anpromissory ~~amended~~note ~~and~~bears ~~restated~~interest ~~certificate~~at ofa ~~incorporation,~~rate ~~which~~of ~~allowed~~2% ~~the~~per ~~Company~~annum toand ~~continue~~is ~~its~~payable ~~corporate~~upon ~~existence~~the ~~following~~lender’s ~~the~~request ~~distribution~~any oftime ~~the~~after June ~~trust~~30, ~~fund~~2013.

~~F-7~~On March 22, 2012, the Company issued a promissory note in the original principal amount of $12,500.00 to JRP Capital, Inc., a New York corporation (the “Note”). The Note accrues interest at 5% per annum ($625.00 minimum interest due) and is due and payable on demand.

AtOn aJune ~~meeting~~28, of2012, the Company’s ~~Board~~issued ofa ~~Directors~~promissory ~~held~~note onto ~~March~~a non-affiliate ~~13,~~in ~~2009,~~ the ~~Board~~original ofprincipal ~~Directors~~amount ~~appointed Richard J. Roth, FIIG’s Managing Director and Chief Financial Officer, and Abhishek Jain, Chief Executive Officer~~ of ~~WTP Capital~~$14,500 ~~LLC,~~ to ~~the~~help ~~Board~~meet ofthe ~~Directors. Immediately~~ongoing ~~following~~working ~~the~~capital ~~appointment~~needs of ~~Mr.~~the ~~Roth and Mr~~Company. ~~Jain,~~The ~~each~~promissory note ofbears ~~the~~interest ~~remaining~~at ~~members~~a ofrate ~~the Board~~ of ~~Directors,~~2% ~~Matty~~per ~~Karp,~~annum ~~Carmel Vernia~~ and ~~Dror~~is ~~Gad,~~payable ~~resigned~~upon ~~from~~ the ~~Board~~lender’s ofrequest ~~Directors~~any ~~and~~time asbefore ~~officers~~June, ~~of the Company~~30, ~~resulting in Mr~~2012. ~~Roth and Mr. Jain continuing as the sole members of the Board of Directors.~~

OnIn ~~December~~year ~~16,~~ended ~~2009~~July ~~and June 29~~31, ~~2010~~2011, ~~an officer and shareholder of~~ the company ~~advanced~~received ~~the~~a ~~company~~tax ~~$10,000~~refund from ~~and~~the ~~$15,392,~~State ~~respectively,~~of Delaware in ~~order~~the toamount ~~continue~~of to$14,574. ~~fund~~This ~~its~~amount ~~operations.~~was ~~The~~recorded ~~advances were~~as ~~non-interest~~“other ~~bearing.~~Income” ~~These~~on ~~advances~~the ~~were~~Statement ~~later~~of Operations ~~converted~~for ~~into~~that ~~shareholders equity~~year.

OnGoing ~~June~~concern 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.consideration

OnAt ~~December~~July 2731, ~~2010~~2012, the Company ~~issued~~had a$7,219 ~~promissory note~~ in ~~the~~cash, ~~original~~current ~~principal amount~~ liabilities of $35143,~~000~~666 toand ~~Moorland. The~~working ~~promissory~~capital ~~note~~deficit ~~bears interest at the rate~~ of ~~6% per annum and is due and payable on December 27~~$136, ~~2012~~447. In ~~consideration of the issuance of the promissory note~~Further, the Company ~~issued~~has aincurred ~~warrant~~and expects to ~~purchase~~continue ~~16,000,000 shares of the Company’s common stock~~ to ~~Moorland~~incur atcosts anin pursuit ~~exercise price~~ of ~~$.02~~its ~~per~~acquisition ~~share~~plans. On ~~March~~These 10factors, ~~2011~~among others, ~~Moorland~~indicate ~~exercised~~that the ~~warrant~~Company onmay abe ~~cashless~~unable ~~basis,~~to ~~and~~continue asoperations as a ~~result~~going ofconcern ~~such~~unless ~~exercise,~~further ~~received~~financing ~~15,784,903~~is ~~shares of the Company’s common stock~~consummated. ~~The~~ ~~remaining~~There ~~215,097~~is ~~shares~~no ~~were~~assurance ~~withheld~~that by the Company’s inplans ~~consideration~~to ~~for~~raise ~~the~~capital or ~~exercise~~to ofconsummate ~~the~~a ~~warrant~~transaction will be successful.

~~Other~~NOTE ~~Income~~2 – OFFERING

In ~~year~~the ~~ended~~Offering, effective July 3111, ~~2011~~2006, the ~~company~~Company ~~realized~~sold to the public an aggregate of 532,500 Series A Units (the “Series A Units” or a ~~refund~~“Series onA ~~Delaware~~Unit”) ~~excise~~and ~~tax~~5,118,000 Series ~~from~~B Units (the “Series B Units” or a ~~prior~~“Series ~~year~~B ~~end~~Unit”) inat a price of $8.50 and $10.10 per unit, respectively. Proceeds from the ~~amount~~Offering, totaled approximately $52.9 million, which was net of approximately $143.3 million in underwriting expenses and other registration costs incurred through July 26,~~574~~ 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 consisted of two shares of the Company’s Class B common stock, and two Class W Warrants (each a “Class W Warrant”).

~~Going~~Each ~~concern~~Class ~~consideration~~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 expired on July 10, 2011. 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 Z Warrants 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 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.

AtThe ~~July 31, 2011, the~~ Company ~~had~~has ~~$24,474~~also insold ~~cash,~~to ~~current~~certain ~~liabilities~~ of ~~$67~~the underwriters,~~563~~ ~~and~~for an ~~working~~aggregate ~~capital deficit~~ of $43100,~~089.~~ ~~Further,~~an option (the ~~Company~~“Underwriter’s ~~has~~Purchase ~~incurred~~Option” ~~and~~or ~~expects~~“UPO”) to ~~continue~~purchase up to a ~~incur~~total ~~costs in pursuit~~ of ~~its~~25,000 ~~acquisition~~additional ~~plans.~~Series ~~These~~A ~~factors,~~Units ~~among~~and/or ~~others~~230,000 ~~indicate~~additional ~~that~~Series ~~the~~B ~~Company~~Units ~~may~~(see beNote ~~unable to continue operations as a going concern unless further financing is consummated~~6). ~~There~~This isoption noexpired ~~assurance~~in ~~that~~ the ~~Company’s~~calendar year ~~plans~~ended toDecember ~~raise~~31, ~~capital or to consummate a transaction will be successful~~2011.

~~NOTE 2 – OFFERING~~F-7

InNOTE 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~~– inSUMMARY ~~underwriting~~OF ~~expenses~~SIGNIFICANT ~~and~~ACCOUNTING 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 consisted of two shares of the Company’s Class B common stock, and two Class W Warrants (each a “Class W Warrant”).POLICIES

~~Each~~CASH ~~Class~~AND WCASH ~~Warrant~~EQUIVALENTS ~~included~~– inIncluded ~~the units sold~~ in ~~the~~cash 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 cash ~~(b)~~equivalents ~~the~~are ~~completion~~deposits ofwith afinancial ~~Business~~institutions ~~Combination.~~as ~~The~~well ~~Class~~as Wshort-term ~~Warrants~~money ~~expired~~market oninstruments July 10, 2011. 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~~maturities ~~prior consent~~ of ~~HCFP/Brenner~~three months ~~Securities LLC (“HCFP”), the representative of the underwriters of the Offering, in whole~~ or inless ~~part,~~when ~~at a price of $~~purchased.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.

~~F-8~~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.

~~The~~INVESTMENTS ~~Company~~HELD ~~has~~IN ~~also~~TRUST ~~sold~~– toInvestments ~~certain~~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 ~~underwriters~~ended October 31, ~~for~~2009 anor ~~aggregate~~2008. ofThe ~~$100~~entire amount in the Trust Fund was transferred on October 7, an2008 ~~option~~at (par into the Federated ~~“Underwriter’s~~Treasury ~~Purchase~~Obligations ~~Option”~~Fund or- ~~“UPO”)~~Institutional toShares ~~purchase~~($33.5 upbillion toin aassets ~~total~~as of 25September 30,~~000~~ ~~additional~~2008), ~~Series~~a Amoney ~~Units~~market fund invested in U.S. treasury and~~/or~~ ~~230,000~~treasury ~~additional~~repurchase ~~Series~~agreements. BThe ~~Units~~fund ~~(see~~was held in a brokerage account at Barclays Capital. (See Note 61 – 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.

~~NOTE~~INCOME 3TAXES – ~~SUMMARY~~Deferred OFincome ~~SIGNIFICANT~~tax ~~ACCOUNTING~~assets ~~POLICIES~~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.

~~CASH~~NET ~~AND~~INCOME ~~CASH~~(LOSS) ~~EQUIVALENTS~~PER SHARE – ~~Included~~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 ~~cash~~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 ~~cash~~the ~~equivalents~~UPO are antidilutive, ~~deposits~~as ~~with~~their ~~financial~~exercise ~~institutions~~prices asare ~~well~~greater asthan ~~short-term~~the ~~money~~average market ~~instruments~~price ~~with~~of ~~maturities~~common stock during the period, they have been excluded from the Company’s computation of ~~three~~net ~~months~~income orper ~~less~~share. ~~when~~Therefore, ~~purchased~~basic and diluted income per share were the same for the period from inception (August 1, 2005) through July 31, 2012.

~~CONCENTRATION~~FAIR VALUE OF ~~CREDIT~~FINANCIAL ~~RISK~~INSTRUMENTS – ~~Financial~~FASB ~~instruments~~ASC Topic ~~that~~820, ~~potentially~~“Fair ~~subject~~Value measurement and Disclosures”, an Accounting Standard Update. In September 2009, the ~~Company~~FASB issued this Update to aamendments ~~significant~~to ~~concentration~~Subtopic of82010, ~~credit~~“Fair ~~risk~~Value ~~consist~~Measurements ~~primarily~~and Disclosures”. Overall, for the fair value measurement of ~~cash~~investments ~~and~~in ~~cash~~certain ~~equivalents~~entities that calculates net asset value per share (or its equivalent). The ~~Company~~amendments ~~maintain~~in this ~~deposits~~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 ~~federally~~this ~~insured~~Update ~~financial~~on ~~institutions~~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 ~~excess~~a manner consistent with the measurement principles of ~~federally~~Topic 946 ~~insured~~as ~~limits~~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. ~~However~~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, ~~management~~such ~~believes~~as the ~~Company~~nature isof ~~not~~any ~~exposed~~restrictions on the investor’s ability to ~~significant~~redeem ~~credit~~its ~~risk~~investments ~~due~~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 ~~financial~~investee), ~~position~~and the investment strategies of the ~~depository~~investees. ~~institutions~~The major category of investment is required to be determined on the basis of the nature and risks of the investment in ~~which~~a ~~those~~manner ~~deposits~~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 ~~held~~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.

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 F- 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.8

~~INCOME~~USE ~~TAXES~~OF ESTIMATES – ~~Deferred~~The ~~income~~preparation ~~tax~~of ~~assets~~financial statements ~~and~~in ~~liabilities~~accordance ~~are~~with ~~computed~~accounting ~~for~~principles ~~differences~~generally ~~between~~accepted in the ~~financial~~United ~~statement~~States ~~and~~of ~~tax~~America ~~bases~~requires ofmanagement ~~assets~~to make estimates and ~~liabilities~~assumptions that ~~will~~affect ~~result~~certain inreported ~~future~~amounts ~~taxable~~of orassets ~~deductible~~and ~~amounts~~liabilities and ~~are~~disclosure ~~based~~of incontingent ~~enacted~~assets ~~tax laws~~ and liabilities ~~rates~~at ~~applicable to~~ the ~~periods~~date inof ~~which~~ the ~~differences~~financial ~~are~~statements ~~expected~~and tothe ~~affect~~reported ~~taxable~~amounts ~~income.~~of ~~Valuation~~revenue ~~allowances~~and ~~are~~expenses ~~established~~during ~~when necessary to reduce deferred income tax assets to~~ the ~~amount~~reporting ~~expected to be realized~~period. Actual ~~Franchise~~results ~~taxes~~could ~~incurred~~differ infrom ~~the~~those ~~State of Delaware are included in general and administrative expenses~~estimates.

~~NET~~NEW ~~INCOME~~ACCOUNTING ~~(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.~~PRONOUNCEMENTS

~~Basic~~Management ~~earnings~~does ~~(loss)~~not ~~per~~believe ~~share~~that isany ~~computed~~recently byissued, ~~dividing~~but ~~income~~not yet ~~(loss)~~effective, ~~available~~accounting tostandards 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~~currently oradopted ~~other~~would ~~contracts~~have toa ~~issue~~material ~~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 ofon ~~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~~financial ~~of net income per share~~statements. ~~Therefore, basic and diluted income per share were the same for the period from inception (August 1, 2005) through July 31, 2011.~~

~~FAIR~~NEW ~~VALUE~~ACCOUNTING 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.PRONOUNCEMENTS

~~F-9~~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

~~USE~~NOTE OF4 ~~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.COMMITMENTS

~~NEW~~Administrative ~~ACCOUNTING PRONOUNCEMENTS~~Services

~~Management~~Commencing ~~does~~on ~~not~~July ~~believe~~11, ~~that~~2006, ~~any~~the ~~recently~~effective ~~issued~~date of the Offering, the ~~but~~Company ~~not~~was ~~yet~~obligated ~~effective~~to pay an affiliate of the Company’s chief financial officer, ~~accounting~~$7,500 ~~standards~~per ifmonth ~~currently~~for ~~adopted~~office, ~~would~~secretarial and ~~have~~administrative aservices. ~~material~~An ~~effect~~amount of $0 for both years ended July 31, 2012 and 2011, respectively, is included in general and administrative expenses on the ~~Company’s~~accompanying ~~financial~~ statements of operations and $202,984 for period from Inception (August 1, 2005) to July 31, 2012. The administrative service agreement was terminated on October 18, 2008.

~~NOTE~~Financial 4Advisory ~~– COMMITMENTS~~Services

~~Administrative~~The ~~Services~~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.

~~Commencing~~Solicitation 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 30, 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 July 31, 2011. The administrative service agreement was terminated on October 18, 2008.Services

~~Financial~~The ~~Advisory~~Company ~~Services~~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 years ended July 31, 2012 and 2011. The agreement has been terminated.

~~The Company~~NOTE ~~had~~5 ~~engaged~~– ~~HFCP,~~CAPITAL 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.STOCK

~~Solicitation~~Preferred ~~Services~~Stock

The Company ~~had~~is ~~engaged~~authorized ~~HCFP,~~to onissue aup ~~non-exclusive~~to ~~basis~~5,000 toshares ~~act as its agent for the solicitation~~ of ~~the~~Preferred Stock ~~exercise~~with ofsuch ~~the~~designations, ~~Company’s~~voting, ~~Class~~and Wother ~~Warrants~~rights and ~~Class~~preferences Zas ~~Warrants.~~may Inbe ~~consideration~~determined ~~for~~from ~~solicitation~~time ~~services, the Company would have paid HCFP a commission equal~~ to 5%time ofby the ~~exercise~~Board ~~price~~of ~~for each Class W Warrant and Class Z Warrant exercised after July 10, 2007 if the exercise is solicited by HCFP~~Directors. No ~~solicitation~~preferred ~~services~~shares were ~~provided~~issued ~~during~~and ~~the~~outstanding ~~twelve~~at ~~month periods ended~~ July 31, ~~2011~~2012 ~~and~~or ~~2010~~2011. ~~The agreement has been terminated.~~

~~NOTE~~Common 5Stock –and ~~CAPITAL~~Class ~~STOCK~~B Common Stock

~~Preferred~~The ~~Stock~~Company is authorized to issue 80,000,000 shares of common stock. As of July 31, 2012, there are 18,250,003 shares of the Company’s common stock issued and outstanding. As of July 31, 2012, 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 Z Warrants.

The Company iscurrently ~~authorized~~has no commitments to issue upany toshares of ~~5,000~~common ~~shares~~stock ofother ~~Preferred~~than ~~Stock~~as ~~with~~described ~~such~~herein; ~~designations~~however, ~~voting~~the Company will, ~~and~~in ~~other~~all ~~rights~~likelihood, ~~and~~issue ~~preferences~~a assubstantial ~~may~~number beof ~~determined~~additional shares ~~from~~in ~~time~~connection towith ~~time~~any byBusiness ~~the~~Combination ~~Board~~or future financing of ~~Directors~~the Company. NoTo ~~preferred~~the extent that additional shares ~~were~~of common stock are issued, ~~and~~dilution ~~outstanding~~to atthe ~~July~~interests ~~31,~~of ~~2011~~the orCompany’s ~~2010~~stockholders who participated in the Offering will occur.

~~Common Stock and Class B Common Stock~~F-9

~~The~~NOTE ~~Company~~6 is– ~~authorized~~WARRANTS toAND ~~issue~~OPTION ~~80,000,000~~TO ~~shares~~PURCHASE ofCOMMON common stock. As of July 31, 2011, there are 18,250,003 shares of the Company’s common stock issued and outstanding. As of July 31, 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 Z Warrants, the Underwriters Purchase Option and the officer’s and director’s Class W Warrants.STOCK

~~F-10~~Warrants

~~The~~In August 2005, the Company ~~currently~~sold ~~has~~and noissued ~~commitments~~Class W Warrants to ~~issue~~purchase ~~any~~2,475,000 shares of ~~common stock other than as described herein; however,~~ the Company’s ~~will,~~common ~~in all likelihood~~stock, ~~issue~~and aClass ~~substantial~~Z ~~number~~Warrants ofto ~~additional~~purchase 2,475,000 shares ~~in connection with any Business Combination or future financing~~ of the Company~~. To the extent that additional shares of~~ ’s common stock ~~are~~to ~~issued,~~its ~~dilution~~initial tosecurity ~~the~~holders, ~~interests~~for ofan ~~the~~aggregate ~~Company’s~~purchase ~~stockholders~~price ~~who~~of ~~participated~~$247,500, inor ~~the~~$0.05 ~~Offering~~per ~~will occur~~warrant.

~~NOTE~~The 6Class –W ~~WARRANTS~~and ~~AND~~Class ~~OPTION~~Z TOWarrants ~~PURCHASE~~outstanding ~~COMMON~~prior ~~STOCK~~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.

InPrior ~~August~~to ~~2005~~entering into to the registration rights agreement and the letter agreement on January 31, 2006, the Company ~~sold~~accounted ~~and~~for ~~issued~~the Class W and Class Z Warrants issued to ~~purchase~~the 2initial security holders as liabilities in accordance with the guidance of EITF 00-19,~~475~~ Accounting for Derivative Financial Instruments Indexed to,~~000~~ ~~shares~~and ofPotentially ~~the~~Settled in, a Company’s ~~common~~Own ~~stock~~Stock. Accordingly, ~~and~~the ~~Class~~Company Zrecorded ~~Warrants~~the tofair ~~purchase~~value 2of the warrants of $247,~~475~~500 as a non-current liability on its balance sheet from the date of issuance through January 31,~~000~~ ~~shares~~2006. As a result of entering into the ~~Company~~registration rights agreement, the warrants no longer are accounted for as liabilities and are classified in stockholder’s ~~common~~equity. ~~stock~~For tothe ~~its~~period ~~initial~~from ~~security~~inception ~~holders~~(August 1, ~~for~~2005) anto July 31, 2012, 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~~Warrant.

~~The~~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 ~~outstanding~~was ~~prior~~still $0.05 per Warrant. The determination to value the ~~offering~~Warrants ~~are~~at ~~also~~$0.05 ~~subject~~was tobased aon ~~registration~~the ~~rights~~cash ~~agreement.~~purchase Onprice ~~January~~paid ~~31,~~in ~~2006,~~August ~~the~~2005 ~~Company~~by ~~and~~the holders, the ~~initial~~fact that ~~security~~the ~~holders~~Warrants ~~entered~~were ~~into~~not apublicly ~~registration~~traded, ~~rights~~the ~~agreement~~inherent ~~and~~price aof ~~letter~~$0.05 ~~agreement~~per ~~which~~Warrant ~~revised~~contained in the ~~terms~~Series ofA ~~the~~and ~~Company’s~~Series ~~obligations~~B ~~under~~Units which were sold in the ~~warrant~~Offering, and ~~registration~~an ~~rights~~evaluation ~~agreement~~of tothe ~~clarify~~differences ~~that~~in the ~~Company~~rights ~~will~~and ~~only~~privileges ~~deliver~~of ~~unregistered~~the ~~common~~Warrants ~~shares~~sold onand issued in August 2005 versus the ~~exercise~~Warrants ofwhich were sold in the ~~warrants~~Offering.

~~The~~Each Class W ~~Warrants~~Warrant ~~and~~issued ~~Class~~in Zthe ~~Warrants~~Offering ~~outstanding~~and ~~prior~~ to the ~~Offering~~initial security ~~may~~holders bewere ~~exercised~~exercisable with cash onfor orone ~~prior~~share toof ~~their~~common ~~respective expiration dates~~stock. ~~Although~~Except ~~the~~as ~~Company’s~~set ~~initial~~forth ~~security~~below, ~~holders may make a written demand that~~ the ~~Company~~Class ~~file~~W aWarrants ~~registration statement,~~ entitled the ~~Company~~holder isto ~~only~~purchase ~~required~~shares toat ~~use~~$5.00 ~~its~~per ~~best~~share, ~~efforts~~subject to ~~cause~~adjustment in the ~~registration~~event ~~statement~~of tostock bedividends ~~declared effective~~ and splits, ~~once effective~~reclassifications, combinations ~~only~~and tosimilar ~~use~~events ~~its~~for ~~best~~a ~~efforts~~period tocommencing ~~maintain~~on ~~its effectiveness. Accordingly,~~ the ~~Company’s~~later ~~obligation~~of: is(a) ~~merely~~completion toof ~~use~~the ~~its~~Business ~~best~~Combination ~~efforts~~and in(b) ~~connection~~July 10, ~~with~~2007 ~~the registration rights agreement~~ and ~~upon~~ending ~~exercise~~July ~~of the warrants~~10, ~~the~~2011. ~~Company~~At ~~can~~July ~~satisfy~~31, ~~its~~2012 ~~obligation~~there bywere ~~delivering~~no ~~unregistered~~Class ~~shares~~W ofWarrants ~~common stock~~outstanding.

~~Prior~~Each toClass ~~entering~~Z ~~into~~Warrant toissued ~~the~~in ~~registration rights agreement and~~ the ~~letter~~Offering ~~agreement on January 31, 2006, the Company accounted for the Class W~~ and ~~Class Z Warrants issued~~ to the initial security holders asis ~~liabilities~~exercisable ~~in accordance~~ with ~~the~~cash ~~guidance of EITF 00-19, Accounting~~ for ~~Derivative~~one ~~Financial~~share ~~Instruments~~of ~~Indexed~~common ~~to,~~stock. ~~and~~Except ~~Potentially~~as ~~Settled~~set ~~in,~~forth ~~a Company’s Own Stock. Accordingly~~below, the ~~Company~~Class ~~recorded~~Z warrants entitle the ~~fair~~holder ~~value~~to ofpurchase ~~the~~shares ~~warrants~~at of $~~247,500~~5.00 asper ashare, ~~non-current~~subject ~~liability~~to onadjustment ~~its~~in ~~balance sheet from~~ the ~~date~~event of ~~issuance~~stock ~~through~~dividends ~~January~~and 31splits, ~~2006. As a result of entering into the registration rights agreement~~reclassifications, combinations ~~the~~and ~~warrants~~similar noevents ~~longer are accounted~~ for asa ~~liabilities~~period ~~and~~commencing ~~are~~on ~~classified in stockholder’s equity. For~~ the ~~period~~later ~~from~~of: ~~inception~~ (~~August 1, 2005~~a) tocompletion ~~April~~of ~~30,~~the ~~2011,~~Business noCombination ~~income~~and (~~loss~~b) ~~was~~July 10, ~~recorded~~2007 ~~related~~and toending ~~recording~~July ~~the~~10, ~~derivative~~2013. toAt ~~market~~April ~~value~~30, as2012 there ~~was~~were no7,800,000 ~~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~~outstanding.~~05 per Warrant.~~

OnThe ~~January~~Class ~~31,~~Z ~~2006,~~Warrants outstanding prior to the ~~date~~Offering, all of ~~reclassification~~which ofare held by the ~~Warrants~~Company’s ~~from~~initial ~~liability~~security toholders ~~equity~~or their affiliates, shall not be redeemable by the Company ~~estimated~~as long ~~that~~as ~~the~~such ~~fair~~warrants ~~value~~continue ofto be held by such security holders or their affiliates. Except as set forth in the ~~Class~~preceding Wsentence, the ~~and~~Company may redeem the Class Z Warrants ~~was~~, ~~still~~in whole or in part, at a price of $0.05 per ~~Warrant.~~warrant ~~The~~at ~~determination~~any totime ~~value~~after the ~~Warrants~~warrants become atexercisable, ~~$0.05~~upon ~~was~~a ~~based~~minimum onof ~~the~~30 ~~cash~~days’ ~~purchase~~prior ~~price~~written ~~paid~~notice inof ~~August~~redemption, ~~2005~~and byif, ~~the~~and ~~holders~~only if, the ~~fact~~last ~~that~~sale price of the ~~Warrants~~Company’s ~~were~~common ~~not~~stock ~~publicly~~equals ~~traded,~~or ~~the~~exceeds ~~inherent~~$7.50 ~~price~~per ofshare and $08.0575 per ~~Warrant~~share, ~~contained~~for ina ~~the~~Class ~~Series~~W AWarrant and ~~Series~~Class BZ ~~Units~~Warrant, respectively, ~~which~~for ~~were~~any ~~sold~~20 intrading ~~the~~days ~~Offering,~~within ~~and~~a an30 ~~evaluation~~trading day period ending three business days before the Company sent the notice of redemption (the ~~differences~~“Measurement inPeriod”). In addition, the ~~rights~~Company ~~and~~may ~~privileges~~not ofredeem the Class Z Warrants ~~sold~~unless ~~and~~the ~~issued~~shares of incommon ~~August~~stock ~~2005~~underlying ~~versus~~such warrants are covered by an effective registration statement from the ~~Warrants~~beginning ~~which~~of ~~were~~the ~~sold~~measurement period inthrough the ~~Offering~~date fixed for redemption.

Each Class W Warrant issued in the Offering and to the initial security holders were exercisable with cash for one share of common stock. Except as set forth below, the Class W Warrants 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 F-10~~, 2007 and ending July 10, 2011. At July 31, 2011 there were no Class W Warrants outstanding.~~

~~Each~~The Class Z ~~Warrant~~Warrants issued in the Offering ~~and~~will tonot ~~the~~be ~~initial security holders is~~ exercisable unless ~~with~~a ~~cash~~registration ~~for~~statement ~~one~~covering ~~share~~the ofsecurities ~~common~~underlying ~~stock. Except as set forth below,~~ the ~~Class Z~~ warrants ~~entitle~~is ~~the~~effective ~~holder~~or toan ~~purchase~~exemption ~~shares~~from atregistration is $5available.00 ~~per~~Accordingly ~~share,~~if ~~subject~~the towarrants ~~adjustment~~are innot ~~the~~able ~~event~~to ofbe ~~stock~~exercised ~~dividends~~such ~~and~~warrants ~~splits,~~may ~~reclassifications,~~expire ~~combinations~~worthless. ~~and~~The ~~similar~~Company ~~events~~has ~~for~~no aobligation to ~~period~~net ~~commencing~~cash onsettle the ~~later~~exercise of: ~~(a) completion of~~ the ~~Business Combination and (b) July 10, 2007 and ending July 10, 2013~~warrants. ~~At July 31, 2011 there were 7,800,000 Class Z Warrants outstanding.~~

The holders of Class Z Warrants ~~outstanding~~do ~~prior~~not tohave the ~~Offering,~~rights ~~all~~or privileges of ~~which~~holders ~~are~~of ~~held by~~ the Company’s ~~initial~~common ~~security~~stock ~~holders~~ or ~~their~~any ~~affiliates,~~voting ~~shall~~rights ~~not~~until ~~be redeemable by the Company as long as~~ such ~~warrants continue to be held by such security~~ holders orexercise their ~~affiliates.~~respective ~~Except as set forth in the preceding sentence, the Company may redeem the 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,~~receive shares ~~and only if, the last sale price~~ of the Company’s common stock ~~equals or exceeds $7~~.50 ~~per~~As ~~share~~the ~~and~~proceeds ~~$8.75~~from ~~per~~the ~~share,~~exercise ~~for~~of athe Class ~~W Warrant and Class~~ Z ~~Warrant,~~Warrants ~~respectively,~~will ~~for~~not ~~any~~be 20received ~~trading~~until after ~~days within a 30 trading day period ending three business days before~~ the ~~Company~~completion ~~sent the notice~~ of ~~redemption~~a ~~(the~~Business ~~“Measurement Period”). In addition~~Combination, the ~~Company~~expected ~~may~~proceeds ~~not~~from ~~redeem~~exercise ~~the~~will ~~Class~~not Zhave ~~Warrants~~any ~~unless~~effect on the ~~shares~~Company’s financial ofcondition ~~common~~or ~~stock~~results ~~underlying such warrants are covered by an effective registration statement from the beginning~~ of ~~the~~operations ~~measurement~~prior ~~period~~to ~~through~~a ~~the~~Business ~~date fixed for redemption~~Combination.

~~F-11~~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.

~~The~~Underwriter ~~Class~~Purchase 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.Option

~~The~~In ~~holders~~connection ~~of Class~~with Zthe ~~Warrants~~Offering, ~~do not have~~ the ~~rights~~Company orissued ~~privileges~~to certain of ~~holders~~the ofunderwriters the ~~Company’s~~UPO ~~common~~for ~~stock~~$100 orto ~~any~~purchase ~~voting~~up ~~rights~~to ~~until~~25,000 ~~such~~Series ~~holders~~A ~~exercise~~Units ~~their~~at ~~respective~~an ~~warrants~~exercise ~~and~~price ~~receive shares~~ of ~~the Company’s common stock~~$14.025 Asper ~~the~~unit ~~proceeds~~and/or ~~from~~up to ~~the~~230,000 ~~exercise~~Series ofB ~~the~~Units ~~Class~~at Zan ~~Warrants~~exercise ~~will~~price ~~not be received until after the completion~~ of a$16.665 ~~Business~~per ~~Combination,~~unit. ~~the~~The ~~expected~~UPO ~~proceeds~~expired ~~from~~in ~~exercise will not have any effect on~~ the ~~Company’s~~calendar ~~financial~~year ~~condition~~ended orDecember ~~results~~31, ~~of operations prior to a Business Combination~~2011.

OnNOTE ~~December~~7 ~~27,~~– ~~2010,~~SUBSEQUENT 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.EVENTS

~~Underwriter~~On ~~Purchase~~August ~~Option~~28, 2012, the Company entered into a merger agreement with Macau Resources, under which the Company will merge into Macau Resources and have the shares of the Company converted and exchanged into outstanding shares of capital stock of Macau Resources. In the merger, shareholders of the Company will receive, for each share of the Company’s common stock that they hold, one-twentieth of an ordinary share of Macau Resources. The Macau Resources ordinary shares should continue to be quoted on the Over-The-Counter Bulletin Board, and Macau Resources will remain subject to U.S. Securities and Exchange Commission (the “SEC”) reporting requirements. However, Macau Resources expects that we will become a foreign private issuer following the consummation of the merger. As such, it will be subject to reduced reporting obligations.

InUpon ~~connection with~~ the ~~Offering,~~closing ~~the Company has issued to certain~~ of the ~~underwriters~~merger ~~the~~with ~~UPO~~Macau ~~for $100 to purchase up to 25~~Resources,~~000~~ ~~Series~~the Acurrent shareholders ~~Units at an exercise price~~ of ~~$14.025~~Macau ~~per~~Resources ~~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 behold ~~exercisable in whole or in part, solely at HCFP’s discretion, commencing on the later of (~~a) ~~completion~~total of ~~a Business Combination and (b) July 10~~14, ~~2007 and ending July 10~~295,836 ~~2011.~~ordinary ~~The~~shares ~~fair value~~ of ~~the~~Macau ~~UPO~~Resources, ~~inclusive~~representing ofapproximately 94% ~~the receipt~~ of the ~~$100~~total ~~cash~~number ~~payment,~~of ~~has~~issued ~~been~~and ~~accounted~~outstanding asshares ~~an expense~~ of ~~the~~Macau ~~Offering~~Resources. ~~resulting~~Current ~~in a charge directly to~~ stockholders’ ~~equity~~of ~~with~~the ~~a corresponding credit to additional paid-in-capital. The~~ Company ~~computed~~will ~~the~~own ~~fair~~approximately 6% ~~value~~ of the ~~25,000~~total ~~Series~~number Aof ~~Units~~issued and ~~230,000~~outstanding ~~Series~~shares Bof ~~Units~~Macau ~~underlying the UPO was approximately $641,000 using a Black-Scholes option-pricing model~~Resources.

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 holderCompany’s ~~option,~~sole ~~such~~director ~~that~~has ~~the~~approved ~~holder may use the appreciated value of the UPO (the difference between the exercise prices of the UPO~~ and ~~the~~declared advisable ~~underlying warrants and~~ the ~~market~~merger 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 Offeringagreement, ~~except that the exercise price of the Class W Warrants underlying the Series B Units~~ and ~~the~~has ~~Class~~approved ~~Z Warrants underlying~~ the ~~Series~~merger Awith ~~Units~~Macau ~~will be $5~~Resources.~~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~~Under Delaware law, the ~~registration~~approval ~~process~~of ~~for~~holders of a majority of the ~~offering,~~outstanding shares of the Company’s ~~amended~~common stock is required to adopt the ~~form~~merger ofagreement. ~~UPO~~On toAugust ~~clarify~~28, ~~that~~2012, Moorland, which owns approximately 94.2% of the ~~Company~~outstanding ~~has~~shares noof ~~obligation~~the toCompany’s ~~net~~common ~~cash~~stock ~~settle~~as of the ~~exercise~~date of the ~~UPO~~merger oragreement, executed a written consent approving and adopting the ~~warrants~~merger ~~underlying~~and the ~~UPO~~merger agreement. ~~The~~Under ~~holder~~Delaware law, if a shareholder of the Company complies with certain requirements of Delaware law, the ~~UPO~~Company’s shareholders will ~~not~~have bethe ~~entitled~~right to ~~exercise~~seek an appraisal and to be paid the ~~UPO~~“fair orvalue” of the ~~warrants~~shares ~~underlying~~of the ~~UPO~~Company’s ~~unless~~common astock ~~registration~~held ~~statement~~by ~~covering~~such ~~the~~shareholders, as ~~securities~~determined ~~underlying~~in ~~the~~accordance ~~UPO~~with isDelaware ~~effective~~law or(exclusive anof ~~exemption~~any ~~from~~element ~~registration~~of isvalue ~~available.~~arising Iffrom the ~~holder~~accomplishment isor ~~unable~~expectation of tothe ~~exercise~~merger) instead of the ~~UPO~~merger orconsideration. ~~underlying~~Form ~~warrants,~~F-4 ~~the~~for ~~UPO~~Macau orResources ~~warrants,~~was asfiled ~~applicable,~~with ~~will~~the ~~expire~~SEC ~~worthless~~on September 12, 2012.

F-1211

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: November 14, 2011
Date: October 29, 2012

Index to Exhibits

Exhibit Number		Description
3.1 (1)		Third Amended and Restated Certificate of Incorporation
3.2 (2)		Bylaws
4.1 (3)		Specimen Series A Unit Certificate
4.2 (2)		Specimen Common Stock Certificate
4.3 (4)		Specimen Class W Warrant Certificate
4.4 (4)		Specimen Class Z Warrant Certificate
4.5 (4)		Unit Purchase Option granted to HCFP/Brenner Securities LLC
4.6 (4)		Warrant Agreement between American Stock Transfer & Trust Company and the Registrant
10.1 (5)		Investment Management Trust Agreement between American Stock Transfer & Trust Company and the Registrant
10.2 (6)		Agreement among the Registrant and FI Investment Group, LLC, dated September 12, 2008
10.3 (7)		Merger Agreement among the Registrant, Macau Resources Group Limited and the Members of Macau Resources Group, dated August 28, 2012
23.1*		Consent of Gruber & Company, LLC
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 and 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.

*	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.
(3)	Incorporated by reference to an exhibit to Amendment No. 2 to the Registrant’s Registration Statement of Form S-1 filed with the Commission on February 17, 2006.
(4)	Incorporated by reference to an exhibit to Amendment No. 9 to the Registrant’s Registration Statement of Form S-1 filed with the Commission on July 6, 2006.
(5)	Incorporated by reference to an exhibit to Amendment No. 7 to the Registrant’s Registration Statement of Form S-1 filed with the Commission on June 22, 2006.
(6)	Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on September 17, 2008.
(7)	Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on August 31, 2012.

(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.

(3) Incorporated by reference to an exhibit to Amendment No. 2 to the Registrant’s Registration Statement of Form S-1 filed with the Commission on February 17, 2006.

(4) Incorporated by reference to an exhibit to Amendment No. 9 to the Registrant’s Registration Statement of Form S-1 filed with the Commission on July 6, 2006.

(5) Incorporated by reference to an exhibit to Amendment No. 7 to the Registrant’s Registration Statement of Form S-1 filed with the Commission on June 22, 2006.

(6) Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on September 17, 2008.

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