6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2012

Commission File Number:  001-35457

BGS ACQUISITION CORP.

Olazbal 1150

Cuidad Autonoma de Buenos Aires

Argentina 1428

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x               Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.      Yes o  Nox

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):   N/A.

EXPLANATORY NOTE

The Company is currently subjected to the foreign private issuer rules and, as such, the Company is not required to file Quarterly Reports on Form 10-Q with the Securities and Exchange Commission (the “SEC”).  However, pursuant to the requirements of the NASDAQ Capital Market, the Company is furnishing to the SEC, under cover of this Form 6-K, the unaudited financial statements (which have been reviewed by our independent registered public accounting firm in accordance with the standards of the Public Company Accounting Oversight Board) and certain other information that would have been included by the Company in a Form 10-Q for the period from August 9, 2011 (date of incorporation) to January 31, 2012 had it been required to file a report on Form 10-Q for that period.

Financial Statements

Unaudited financial statements for the quarter ended January 31, 2012  and for the period from August 9, 2011 (date of incorporation) to January 31, 2012 are included as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This report on Form 6-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believe,” “expect,” “anticipate,” “project,” “target,” “optimistic,” “intend,” “aim,” “will” or similar expressions are intended to identify forward-looking statements. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. These statements are based on the beliefs of, as well as assumptions made by, our management and information currently available to us and reflect our current view concerning future events. As such, they are subject to risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among many others: our status as a development stage company; the reduction of the proceeds held in the trust account due to third party claims; our selection of a prospective target business or asset; our issuance of our capital shares or incurrence of debt to complete a business combination; our ability to consummate an attractive business combination due to our limited resources and the significant competition for business combination opportunities; conflicts of interest of our officers and directors; potential current or future affiliations of our officers and directors with competing businesses; our ability to obtain additional financing if necessary; our initial shareholder, officers’ and directors’ ability to control or influence the outcome of matters requiring shareholder approval due to their substantial interest in us; delisting of our securities from the NASDAQ Capital Market or an inability to have our securities listed on the NASDAQ Capital Market following a business combination; the adverse effect the outstanding warrants may have on the market price of our ordinary shares; the adverse effect on the market price of our ordinary shares due to the existence of registration rights with respect to the securities owned by our initial shareholder, officers and directors; the lack of a market for our securities; our being deemed an investment company; our dependence on our key personnel; our dependence on a single company after our business combination; environmental, permitting and other regulatory risks; foreign currency fluctuations and overall political risk in foreign jurisdictions; our operating and capital expenditures; our competitive position; expected results of operations and/or financial position; any of the factors in the “Risk Factors” section of our Registration Statement No. 333-178780; other risks identified in this Report and any statements of assumptions underlying any of the foregoing. You should also carefully review other reports that we file with the SEC. We assume no obligation, and do not intend, to update these forward-looking statements, except as required by law.

Overview

We are a blank check British Virgin Islands business company with limited liability formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more operating businesses or assets that we have to identify. We have not identified any acquisition target but intend to focus on acquiring operating businesses that have their primary operations located in any of (a) the MERCOSUR countries (Argentina, Brazil, Paraguay and Uruguay), (b) associate member countries of the MERCOSUR countries (Bolivia, Chile, Colombia, Ecuador and Peru), (c) Latin America generally or (d) the United States in areas principally serving the Hispanic market.  The NASDAQ Capital Market rules require that our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the sum of the balance in the trust account (less any deferred corporate finance fees and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination.

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We intend to use cash in the trust account from the proceeds of our initial public offering and private placements of warrants, our authorized shares, incurred debt, or a combination of cash, shares and debt, in effecting our initial business combination. However, the ultimate consideration we pay to complete a business combination depends upon the requirements of the target business or asset, and the amount of funds available to us from the trust account following any payments to holders redeeming their ordinary shares. The target’s preference in receiving consideration in the form of cash, stock or a blend of cash and stock may be driven by the target’s desire for working capital, cash in-hand or control of the post-transaction entity. To the extent the value of the target business or asset exceeds the value of the funds held in our trust account, it is likely that we would issue additional authorized shares, incur debt, or a combination of cash, shares and debt to complete such business combination. We cannot assure you whether or not we may issue shares of our capital stock or debt securities to complete a business combination because we have not identified a target business or asset, do not know what industry such ultimate target will be operating in and do not know the amount of funds that will ultimately be available to us to complete our business combination. The issuance of additional shares:

· may significantly reduce the equity interest of investors in our initial public offering;

· may subordinate the rights of holders of ordinary shares if we issue preferred shares with rights senior to those afforded to the holders of our ordinary shares;

· may likely cause a change in control if a substantial number of our ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors; and

· may adversely affect prevailing market prices for our ordinary shares and/or warrants.

Similarly, if we incur substantial debt, it could result in:

· default and foreclosure on our assets if our operating cash flow after a business combination is insufficient to pay our debt obligations;

· acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that require the maintenance of certain financial ratios or reserves and any such covenant is breached without a waiver or renegotiation of that covenant;

· our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

· covenants that limit our ability to acquire capital assets or make additional acquisitions;

· our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding;

· our inability to pay dividends on our ordinary shares;

· using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

· limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

· increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

· limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

To the extent we have funds remaining in our trust account following the consummation of a business combination, those funds may be used for any purpose agreed to between us and the target business or asset based upon the needs of the post transaction entity, including but not limited to, working capital, debt repayment or employee compensation.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our entire activity since inception has been to prepare for our proposed fundraising through an offering of our equity securities. Following our initial public offering, we will not generate any operating revenues until after completion of our initial business transaction, at the earliest. We will generate non-operating income in the form of interest income on cash and cash equivalents after our initial public offering. After our initial public offering, we expect to incur substantially increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

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For the three months ended January 31, 2012, we had net (loss) of ($0) .  For the period from August 9, 2011 (date of incorporation) to January 31, 2012, we had net (loss) of ($10,000) consisting exclusively of expenses incurred since inception for start-up and travel related costs.

Related Party Transactions

Through January 31, 2012, our Chairman, Julio Gutierrez had loaned us a total of approximately $147,000 for payment of offering costs and Company expenses. The loan was repaid at the close of the Public Offering (defined below).

BGS Group SA, an affiliate of certain of our officers and directors has agreed to provide, at no cost to us, office space, secretarial and general administrative services.

Mr. Gutierrez has agreed that he will be liable to us, if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below $10.15 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of the Public Offering against certain liabilities, including liabilities under the Securities Act.  In the event that an executed waiver is deemed to be unenforceable against a third party, Mr. Gutierrez will not be responsible to the extent of any liability for such third party claims.

 Liquidity and Capital Resources

On March 26, 2012, we consummated our initial public offering (“Public Offering”) of 4,000,000 units at a price of $10.00 per unit. Simultaneously with the consummation of our initial public offering, we consummated the sale of 3,000,000 warrants (“Insider Warrants”) to certain investors (including certain of our officers and directors) at a price of $0.75 per warrant or $2,250,000 in the aggregate and 266,667 warrants (“Underwriter Warrants”) to the underwriters for the Public Offering, at a price of $0.75 per warrant or $200,000. We received net proceeds from our Public Offering and the sale of the Insider Warrants and Underwriter Warrants of $40,600,000, net of the non-deferred portion of the corporate finance fee of $1.2 million (none of which were incurred from August 9, 2011 (date of incorporation) through January 31, 2012) and offering costs and other expenses of approximately $450,000 (of which approximately $182,000 were incurred from August 9, 2011 (date of incorporation) through January 31, 2012). For a description of the proceeds generated in our Public Offering and a discussion of the use of such proceeds, we refer you to Note 9 of the unaudited interim financial statements included as an exhibit to this report and below in “Unregistered Sales Of Equity Securities And Use Of Proceeds.” As of January 31, 2012, we had cash of $25,000. Until the consummation of our Public Offering, our only source of liquidity were a $25,000 equity contribution from our initial shareholder and loans made to us by Mr. Gutierrez, totaling $147,000 as of January 31, 2012.  These loans were repaid out of the proceeds of the Public Offering.  Nearly all liabilities of the Company at January 31, 2012, were related to costs associated with the Public Offering.

Recent Accounting Pronouncements

We do not believe that the adoption of any recently issued accounting standards will have a material impact on our financial position and results of operations.

Quantitative and Qualitative Disclosures about Market Risk

The net proceeds of our initial public offering, including amounts in the trust account, may only be invested in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and that invest solely in U.S. Treasuries.

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PART II. OTHER INFORMATION

LEGAL PROCEEDINGS.

None.

RISK FACTORS.

Factors that could cause our actual results to differ materially from those in this report are any of the risks described in our prospectus dated March 20, 2012 filed with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

As of the date of this Report, there have been no material changes to the risk factors disclosed in our prospectus dated March 20, 2012 filed with the SEC, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On October 5, 2011, our initial shareholder purchased an aggregate of 1,725,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.014 per share. On March 14, 2012, our directors approved a 1.125-for-1 reverse split of our outstanding ordinary shares, reducing the number of outstanding ordinary shares from 1,725,000 to 1,533,333. The founder shares held by our initial shareholder include an aggregate of 200,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full, so that our initial shareholder will own 25.0% of our issued and outstanding shares after our initial public offering (assuming the initial shareholder does not purchase any units in such offering).  The underwriters did not exercise the over-allotment option and therefore such shares were forfeited.

On March 26, 2012, simultaneously with the consummation of our initial public offering, we consummated the private sale of an aggregate of 3,266,667 warrants to certain investors (including certain of our officers and directors) and the underwriters at a price of $0.75 per warrant, generating gross proceeds of $2,450,000 in the aggregate. All of the proceeds we received from the sale of these warrants were placed in the trust account.  This issuance was made pursuant to the exemption from registration contained in Section 4(2) as they were sold to “accredited investors” as defined in Rule 501(a) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales. The warrants sold in the private placement are identical to those warrants sold in the initial public offering except that if held by the initial investors or their permitted transferees they will not be not subject to redemption. In addition, the warrants will be subject to transfer restrictions until 30 days following the consummation of our initial business combination, with the warrants held by the underwriters and/or their assignees subject to certain additional transfer restrictions.

Use of Proceeds from the Initial Public Offering

 On March 26, 2012, we consummated our initial public offering of 4,000,000 units, with each unit consisting of one ordinary share and one warrant to purchase one ordinary share at an exercise price of $10.00 per share. The warrants will become exercisable on the later of 30 days after our completion of a business combination or March 20, 2014 and will expire five years from the date of the business combination, or earlier upon redemption or liquidation as described in our prospectus dated March 20, 2012. The units in the public offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $40,000,000.   The securities sold in the public offering were registered under the Securities Act on a registration statement on Form F-1 (No. 333-178780), which the SEC declared effective on March 20, 2012.

We paid a total of $1.2 million in underwriting discounts and commissions (none of which were incurred from August 9, 2011 (date of incorporation) through January 31, 2012) and approximately $450,000 for other costs and expenses related to the offering.   The underwriters for the Public Offering agreed to defer $800,000 in corporate finance fees, which amount will be payable upon consummation of our business combination, if consummated. We also repaid the loans outstanding to Mr. Gutierrez.

After deducting the underwriting discounts and commissions (excluding the deferred corporate finance fee of $800,000, which amount will be payable upon consummation of our business combination, if consummated) and the offering expenses, the total proceeds from our public offering and the private placement of the warrants was $42,450,000 of which $40,600,000 (or approximately $10.15 per unit sold in the Public Offering) was placed in a trust account.  $200,000 is held outside the trust account and will be used to fund the Company’s operating expenses.  The proceeds held in the trust account may be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and that invest solely in U.S. Treasuries.

DEFAULTS UPON SENIOR SECURITIES

None

OTHER INFORMATION

None

EXHIBITS.

(a)   Exhibits.

99.1 Financial Statements for the period from August 9, 2011 (date of incorporation) to January 31, 2012.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 6-K to be signed on its behalf by the undersigned, hereunto duly authorized.

	BGS ACQUISITION CORP.
July 31, 2012	By:	/s/ Cesar Baez
		Cesar Baez
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

BGS ACQUISITION CORP.

(a company in the development stage)

INDEX TO INTERIM FINANCIAL STATEMENTS

Financial Statements
Interim Balance Sheet	F-2
Interim Statements of Operations	F-3
Interim Statement of Changes in Stockholder’s Equity	F-4
Interim Statements of Cash Flows	F-5
Notes to the Interim Financial Statements	F-6 – F-14

BGS ACQUISITION CORP.

(a company in the development stage)

INTERIM BALANCE SHEET

January 31, 2012

ASSETS
Current Assets
Cash	$	25,000
Deferred Offering Costs		182,389
Total Assets	$	207,389
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
Accrued Offering Costs	$	45,000
Due to Affiliate		147,389
Total Liabilities		192,389
Commitments and contingencies
Shareholder’s Equity
Preferred Shares, no par value, unlimited shares authorized; no shares issued and outstanding
Ordinary Shares, no par value, unlimited shares authorized; 1,533,333 shares issued and outstanding		25,000
Deficit Accumulated During the Development Stage		(10,000	)
Total Shareholder’s Equity		15,000
Total Liabilities and Shareholder’s Equity	$	207,389

The accompanying notes are an integral part of the interim financial statements.

F-2

BGS ACQUISITION CORP.

(a company in the development stage)

INTERIM STATEMENTS OF OPERATIONS

	For the three months ended January 31, 2012		For the period from August 9, 2011 (date of incorporation) to  January 31, 2012
Revenue	$	-	$	—
General and Administrative Expenses		-		10,000
Net Loss Attributable to Ordinary Shareholder	$	-	$	(10,000	)
Weighted Average Number of Ordinary Shares Outstanding		1,533,333		1,533,333
Basic and Diluted Net Loss per Ordinary Share	$	-	$	0.01

The accompanying notes are an integral part of the interim financial statements.

F-3

BGS ACQUISITION CORP.

(a company in the development stage)

INTERIM STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY

For the period from August 9, 2011 (date of incorporation) to January 31, 2012

	Ordinary Shares				Deficit Accumulated During the Development			Total Shareholder’s
	Shares		Amount		Stage			Equity
Sale of ordinary shares to initial shareholder on October 5, 2011 at approximately $0.016 per share		1,533,333	$	25,000	$	—		$	25,000
Net loss		—		—		(10,000	)		(10,000	)
Balances, January 31, 2012		1,533,333	$	25,000	$	(10,000	)	$	15,000

The accompanying notes are an integral part of the interim financial statements.

F-4

BGS ACQUISITION CORP.

(a company in the development stage)

INTERIM STATEMENTS OF CASH FLOWS

	For the three months ended January 31, 2012		For the period from August 9, 2011 (date of  incorporation) to  January 31, 2012
Cash Flows from Operating Activities
Net loss	$	-	$	(10,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Increase in due to affiliate		-		10,000
Net cash used in operating activities		-		—
Cash Flows from Financing Activities
Proceeds from issuance of ordinary shares to initial shareholder		-		25,000
Net cash provided by financing activities		-		25,000
Net increase in cash		-		25,000
Cash at beginning of the period		25,000		—
Cash at end of the period	$	25,000	$	25,000
Supplemental Disclosure of Non-Cash Transactions:
Deferred offering costs included in accrued offering costs	$	-	$	45,000
Deferred offering costs included in due to affiliate	$	20,670	$	137,389

The accompanying notes are an integral part of the interim financial statements.

F-5

BGS ACQUISITION CORP.

(a company in the development stage)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

For the period from August 9, 2011 (date of incorporation) to January 31, 2012

1.      DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

BGS Acquisition Corp. (the “Company”), a company in the development stage, is a newly organized blank check company incorporated as a British Virgin Islands business company and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more operating businesses or assets (“Business Combination”).

As of January 31, 2012, the Company had neither engaged in any operations nor generated revenue. All activity through January 31, 2012 relates to the Company’s formation. The Company is considered to be in the development stage as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification, or ASC 915, “Development Stage Entities,” and is subject to the risks associated with activities of development stage companies.   The Company has selected July 31 as its fiscal year end.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its proposed initial public offering of Units (as defined in Note 3 below) (the “Offering”), although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination.  An amount equal to 101.5% of the gross proceeds of the Offering are held in a trust account (“Trust Account”) and are permitted to be invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”) with a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, until the earlier of (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account as described below.

The Company’s efforts are focused on identifying for its initial Business Combination target operating businesses that have their primary operations located in any of (a) the MERCOSUR countries (Argentina, Brazil, Paraguay and Uruguay), (b) associate member countries of the MERCOSUR (Bolivia, Chile, Colombia, Ecuador and Peru), (c) Latin America generally or (d) the United States in areas principally serving the Hispanic market.  There is no assurance the Company will be able to effect a Business Combination.

Proceeds of approximately $42.5 million in the aggregate from the Offering and private placements of $2,450,000 of warrants to purchase Ordinary Shares less Offering expenses, assuming that the underwriters’ overallotment option is not exercised, will only be released to the Company upon the earlier of: (1) the consummation of a Business Combination within 15 months from the closing of the Offering (or 18 months from the closing of the Offering if the Company has entered into a definitive agreement with a target business within such 15 month period) and (2) a redemption to public shareholders prior to any voluntary winding-up in the event the Company does not consummate a Business Combination within such 15 (or 18) month period. Upon consummation of the Offering, $1,200,000, which constitutes the underwriters’ commissions, will be paid to the underwriters, excluding $800,000 of a deferred corporate finance fee payable upon completion of the initial Business Combination. The $200,000 of proceeds to be held outside the Trust Account as well as the interest income earned on the Trust Account balance that may be released to the Company, may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

F-6

Unless otherwise required by law or the Nasdaq Capital Market or if it decides to seek shareholder approval for business reasons, the Company will not submit the transaction for shareholder approval after it signs a definitive agreement with a target for a Business Combination.  The Company will proceed with a Business Combination if such Business Combination is approved by its board of directors. In the event it is required to seek shareholder approval in connection with the Business Combination, the Company will proceed only if a majority of the outstanding Company ordinary shares (“Ordinary Shares”), entitled to vote, are voted to approve the Business Combination.  In connection with such a vote, if a Business Combination is approved and consummated, shareholders (regardless of how they vote) that elect to put their Ordinary Shares back to the Company for cash will be entitled to receive their pro-rata portion of the Trust Account (together with interest thereon which was not previously used for working capital, but net of taxes).  However, in no event will the Company redeem its publicly-held Ordinary Shares in an amount that would cause its net tangible assets to be less than $5,000,001. These Ordinary Shares will be recorded at a fair value and classified as temporary equity in accordance with ASC 480 “Distinguishing Liabilities from Equity”. The initial shareholder has agreed, in the event the Company is required to seek shareholder approval of its Business Combination, to vote his initial shares in favor of approving a Business Combination. The initial shareholder and the Company’s officers and directors have also agreed to vote Ordinary Shares acquired by them in the Offering or in the aftermarket in favor of a Business Combination submitted to the Company’s shareholders for approval.

If the Company is no longer a foreign private issuer, or FPI, and seeks shareholder approval of the Business Combination and it does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Company’s amended and restated memorandum and articles of association provides that a public shareholder, individually or together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from seeking redemption rights with respect to more than an aggregate of 19.9% of the Ordinary Shares sold in the Offering. Public shareholders who redeem their Ordinary Shares into their pro rata share of the Trust Account will continue to have the right to exercise any warrants they may hold.

As long it maintains its status as FPI and is required to comply with the FPI rules, regardless of whether it is required by law or the Nasdaq Capital Market, or if it decides to seek shareholder approval for business reasons, the Company intends to consummate its initial Business Combination and conduct redemptions of Ordinary Shares for cash without a shareholder vote pursuant to the tender offer rules of the SEC. If the Company is no longer an FPI (and no longer required to comply with the FPI rules) and is required by law or the Nasdaq Capital Market to seek shareholder approval, or it decides to seek shareholder approval for business reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the SEC proxy rules and not pursuant to the tender offer rules.

The initial shareholder, officers and directors have agreed that the Company will only have 15 months from the closing of the Offering (or 18 months from the closing of the Offering if the Company has entered into a definitive agreement with a target business within such 15 month period) to consummate the Business Combination.  If the Company does not consummate a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) redeem all publicly-held Ordinary Shares for a per share pro rata portion of the Trust Account, including a portion of the interest earned thereon which was not previously used for working capital, but net of any taxes (which redemption would completely extinguish such holders’ rights as shareholders, including the right to receive further liquidation distributions, if any) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to the remaining shareholders, as part of a plan of dissolution and liquidation.  The initial shareholder has waived his rights to participate in any redemption with respect to his initial shares.  However, if the initial shareholder or any of the Company’s officers, directors or affiliates acquire Ordinary Shares in or after the Offering, they will be entitled to a pro rata share of the Trust Account with respect to such shares upon the Company’s redemption or liquidation in the event the Company does not consummate a Business Combination within the required time period.  In the event of such distribution, it is possible the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the Offering price per unit.

F-7

The Company will seek to have all vendors, service providers, prospective target businesses or other entities with which it conducts business execute agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account.  There is no guarantee that such parties will execute such agreements, and even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against the Company’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, the Company’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to the Company than any alternative.

Julio Gutierrez, the Company’s chairman and initial shareholder, has agreed that he will be liable to the Company, if and to the extent any claims by any party reduce the amount in the Trust Account to below $10.15 per share except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event an executed waiver is deemed to be unenforceable against a third party, Mr. Gutierrez will not be responsible to the extent of any liability for such third party claims.

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

Development stage company

The Company complies with the reporting requirements of FASB ASC 915, ‘‘Development Stage Entities.”  At January 31, 2012, the Company has not commenced any operations nor generated revenue to date.  All activity through January 31, 2012 relates to the Company’s formation and the Offering.  Following such offering, the Company will not generate any operating revenues until after completion of a Business Combination, at the earliest.  The Company will generate non-operating income in the form of interest income on the designated Trust Account after the Offering.

F-8

Net loss per ordinary share

The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.”  Net loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of Ordinary Shares outstanding for the period.  At January 31, 2012, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into Ordinary Shares and then share in the earnings of the Company.  As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period.

Fair value of financial instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet primarily due to their short-term nature.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Deferred offering costs

The Company complies with the requirements of FASB ASC 340-10-525-1.  Deferred offering costs consist principally of legal fees, accounting, and underwriting fees incurred through the balance sheet date that are related to the Offering and that are charged to shareholder’s equity upon the completion of the Offering.

Income taxes

Under the laws of the British Virgin Islands, the Company is generally not subject to income taxes.  Accordingly, no provision for income taxes has been made in the accompanying financial statements.

The Company is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. De-recognition of a tax benefit previously recognized results in the Company recording a tax liability that increases the accumulated deficit. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of January 31, 2012. The Company’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.

The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of and for the period ended January 31, 2012. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company may be subject to potential examination by U.S. federal, state or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, states and foreign tax laws. The Company’s management does not expect the total amount of unrecognized tax benefits will materially change over the next twelve months.

F-9

Recently issued accounting standards

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

3.  OFFERING

Pursuant to the Offering, the Company will offer for sale up to 4,000,000 Units at $10.00 per Unit (“Units”).  Each Unit consists of one ordinary share, no par value, and one redeemable ordinary share purchase warrant. Each warrant entitles the holder to purchase one ordinary share at an exercise price of $10.00 commencing on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Offering, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The warrants will be redeemable by the Company at a price of $0.01 per warrant upon 30 days prior notice after the warrants become exercisable, but only in the event that the last sale price of the Ordinary Shares is at least $16.50 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which notice of redemption is given.

The Company will not redeem the warrants held by public shareholders unless a registration statement under the Securities Act of 1933, as amended, or the Securities Act, relating to the Ordinary Shares issuable upon exercise of the warrants is effective and expected to remain effective to and including the redemption date, and a prospectus relating to the Ordinary Shares issuable upon exercise of the warrants is available throughout the 30-day redemption period. The Company does not need the consent of the underwriters or the shareholders to redeem the outstanding public warrants.

4.  PRIVATE PLACEMENT OF WARRANTS

Certain initial investors, including the initial shareholder and the underwriters (and/or their designees) have committed to purchase an aggregate of 3,266,667 warrants, each exercisable to purchase one ordinary share at $10.00 per share, at a price of $0.75 per warrant (or $2,450,000 in the aggregate) in private placements simultaneously with the closing of the Offering (“Private Placements”). The investor warrants and the underwriter warrants have terms and provisions substantially identical to those of the warrants sold as part of the Units in the Offering (provided, however, that for so long as the underwriter warrants are held by the underwriters and their affiliates, the underwriter warrants will not be exercisable after the five year anniversary of the effective date of the registration statement with respect to the Offering). The purchase price of the investor warrants and the underwriter warrants will be added to the proceeds from the Offering to be held in the Trust Account. If the Company does not complete its initial Business Combination within 15 months from the closing of the Offering (or 18 months from the closing of the Offering if the Company has entered into a definitive agreement for, but has not yet consummated, its initial Business Combination with a target business within such 15 month period), the proceeds of the sale of the investor warrants and the underwriter warrants will be used to fund the redemption of the publicly-held Ordinary Shares, and the investor warrants and underwriter warrants will expire worthless.

The investor and underwriter warrants (including the Ordinary Shares issuable upon exercise of such warrants) will not be transferable, assignable or salable until 30 days after the completion of the Business Combination, and they will be non-redeemable so long as they are held by the investors, the underwriters (and/or their designees) or their permitted transferees. If the investor warrants or the underwriter warrants, as applicable, are held by holders other than such investors, the underwriters (and/or their designees) or their permitted transferees, such warrants will be redeemable by the Company and exercisable by the holders on the same basis as the warrants included in the Units being sold in the Offering. The underwriter warrants are also subject to certain additional restrictions on transfer as required by FINRA.

F-10

Management believes the purchase price of the investor warrants and the underwriter warrants is greater than the fair value of such warrants. The fair value is based on comparable transactions of initial public offerings by blank check companies in the past year. Therefore, the Company will not be required to incur a compensation expense in connection with the purchase by the initial holders of the investor and underwriter warrants.

The Company has evaluated the accounting treatment of the investor warrants and the underwriter warrants and the warrants attached to the Units. The term of the warrants satisfy the applicable requirements of FASB ASC 815-10-15, which provides guidance on identifying contracts that should not be accounted for as derivative instruments and FASB ASC 815-40-15. Accordingly, the Company intends to classify the warrants as additional paid-in capital.

The valuation of the warrants is based on comparable initial public offerings by previous blank check companies. The initial investors have agreed that the warrants purchased will not be sold or transferred until 30 days following consummation of a Business Combination, subject to certain limited exceptions. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public shareholders and the warrants issued to the initial investors will expire worthless. The Company intends to classify the private placement warrants within permanent equity as additional paid-in capital in accordance with ASC 815-40-25-13.

5.  INITIAL SHARES

On October 5, 2011, the Company issued to the initial shareholder 1,725,000 initial shares for an aggregate purchase price of $25,000. On March 14, 2012, the Company effectuated an approximate 1.125-to-1 reverse stock split, resulting in a reduction in outstanding shares to 1,533,333.  Share amounts have been restated to reflect the retroactive effect of the reverse stock split.   The purchase price for each ordinary share, as adjusted, was approximately $0.016 per share.  These shares include 200,000 Ordinary Shares that are subject to forfeiture if and to the extent the underwriters’ over-allotment option is not exercised, so that the initial shareholder and his permitted transferees will own 25% of the Company’s issued and outstanding shares after the Offering.  The initial shares are identical to the Ordinary Shares included in the Units being sold in the Offering, except that they are restricted from being transferred (except to permitted transferees) until the date (i) with respect to 20% of such shares, upon consummation of a Business Combination, (ii) with respect to 20% of such shares, when the closing price of the Company’s Ordinary Shares exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iii) with respect to 20% of such shares, when the closing price of the Company’s Ordinary Shares exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iv) with respect to 20% of such shares, when the closing price of the Ordinary Shares exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination and (v) with respect to 20% of such shares, when the closing price of the Ordinary Shares exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination or earlier, in any case, if, following a Business Combination, the Company engages in a subsequent transaction (1) resulting in the public shareholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or other change in the majority of the board of directors or management team in which the Company is the surviving entity.

F-11

The initial shareholder has agreed (1) to waive his redemption rights with respect to the initial shares and any Ordinary Shares he holds in connection with the consummation of a Business Combination and (2) to waive his rights to liquidating distributions with respect to his initial shares if the Company fails to consummate a Business Combination within 15 months from the closing of the Offering (or 18 months from the closing of the Offering if the Company has entered into a definitive agreement with a target business), although the initial shareholder will be entitled to receive liquidating distributions with respect to any Ordinary Shares he holds if the Company fails to consummate a Business Combination within such time period.

If the Company submits a Business Combination to its shareholders for a vote, the initial shareholder has agreed to vote his initial shares and any Ordinary Shares he purchases during or after the Offering in favor of a Business Combination, and the initial shareholder, officers and directors of the Company have also agreed to vote any Ordinary Shares purchased by them during or after the Offering in favor of a Business Combination.

The initial shareholder will retain all other rights as the public shareholders with respect to his Ordinary Shares, including, without limitation, the right to vote the Ordinary Shares and the right to receive dividends, if declared (including any transferees). If dividends are declared and payable in Ordinary Shares or to extend the period of their underlying securities, such dividends will also be subject to lockup restrictions.

In addition, the initial shareholder or his permitted transferees are entitled to registration rights with respect to their Ordinary Shares (see additional discussion at Note 8).

6.  COMMITMENTS & CONTINGENCIES

The Company has granted the underwriters a 45-day option to purchase up to 600,000 additional Units to cover the over-allotment at the Offering price less the underwriting discounts and commissions.

The underwriters will be entitled to an underwriting discount of 3 percent (3.0%) which shall be paid in cash at the closing of the Offering, including any amounts raised pursuant to the overallotment option.  In addition, the underwriter will be entitled to a corporate finance fee of 2 percent (2.0%) of the Offering, including any amounts raised pursuant to the overallotment option, payable in cash upon the closing of a Business Combination.

The Company has also agreed to sell to The PrinceRidge Group LLC, the representative of the underwriters, for $100, as additional compensation, an option to purchase up to 340,000 Units at $15.00 per Unit. The Units issuable upon exercise of this option are identical to those offered in the Public Offering. This option may be exercised on a cashless basis, and will be exercisable, in whole or in part, commencing on the later of the consummation of a Business Combination or the one-year anniversary of the effective date of the registration statement filed in connection with the Offering, and expiring five years from the effective date of such registration statement. The Company intends to account for the fair value of the unit purchase option, net of the receipt of the $100 cash payment, as an expense of the Offering resulting in a charge directly to shareholders’ equity. The Company estimates the fair value of this unit purchase option is approximately $1.48 per unit (for a total fair value of approximately $503,000) using a Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriters is estimated as of the date of grant using the following assumptions: (1) expected volatility of 30%, (2) risk-free interest rate of 1.09% and (3) expected life of 5 years. Because the Company’s Units do not have a trading history, the volatility assumption is based on information currently available to management. The volatility assumption was calculated using the average volatility of the Russell Microcap Index. The Company believes that the volatility estimate is a reasonable benchmark to use in estimating the expected volatility of the Units. Although an expected life of five years was used in the calculation, if the Company does not consummate a Business Combination within the prescribed time period and it liquidates, the option will become worthless. The unit purchase option may be exercised for cash or on a “cashless” basis, at the holder’s option, such that the holder may use the appreciated value of the unit purchase option to exercise the unit purchase option without the payment of cash.

F-12

The option and the underlying securities have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of the FINRA Conduct Rules. Pursuant to such rule, the option may not be sold, transferred, assigned, pledged or hypothecated for 180 days following the effective date of the registration statement except to any underwriter or selected dealer participating in the Offering and their bona fide officers or partners. Although the purchase option and its underlying securities are to be registered under the registration statement, the option grants to holders demand and “piggy back” rights for five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option.  The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The Company will have no obligation to net cash settle the exercise of the purchase option or the warrants underlying the purchase option. The holder of the purchase option will not be entitled to exercise the purchase option or the warrants underlying the purchase option unless a registration statement covering the securities underlying the purchase option is effective or an exemption from registration is available. If the holder is unable to exercise the purchase option or underlying warrants, the purchase option or warrants, as applicable, will expire worthless.

The exercise price and number of Units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation of the Company. However, the option will not be adjusted for issuances of Ordinary Shares at a price below its exercise price.

7.  SHAREHOLDER’S EQUITY

Ordinary Shares – The Company is authorized to issue an unlimited number of Ordinary Shares. Holders of the Company’s Ordinary Shares are entitled to one vote for each ordinary share. At January 31, 2012, there were 1,533,333 Ordinary Shares outstanding. On March 14, 2012, the Company effectuated an approximate 1.125-to-1 reverse stock split.   Share amounts have been restated to reflect the retroactive effect of the reverse stock split.

Preferred Shares – The Company is authorized to issue an unlimited number of preferred shares in five different classes with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At January 31, 2012, the Company has not issued any preferred shares.

8.  RELATED PARTY TRANSACTIONS

Commencing on the date of the consummation of the Offering, the Company plans to enter into an agreement with BGS Group SA, an affiliate of the initial shareholder, to provide at no cost office space, secretarial, and administrative services. This agreement will expire upon the earlier of: (a) the successful completion of the Business Combination or (b) the date on which the Company is dissolved and liquidated.

F-13

The holders of the initial shares, investor warrants, underwriter warrants and warrants that may be issued upon conversion of the working capital loans (see discussion at Note 9) will have registration rights to require the Company to register for sale any of the securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of the Offering. These shareholders will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these shareholders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company.

As of January 31, 2012, the initial shareholder has advanced a total of approximately $147,000 to the Company for payment of Offering costs. These advances are non-interest bearing, unsecured and are due at the earlier of March 31, 2012 or the closing of the Offering. These amounts were subsequently repaid at the closing of the Public Offering on March 26, 2012.

9.  SUBSEQUENT EVENTS

Management has approved the financial statements and performed an evaluation of subsequent events through July 31, 2012, the date the financial statements were available for issuance, noting no items which require adjustment or disclosure other than the following:

On March 14, 2012, the Company’s directors approved and the Company effectuated a 1.125-for-1 reverse split of its outstanding Ordinary Shares, reducing the number of outstanding Ordinary Shares from 1,725,000 to 1,533,333. 

The registration statement for the Offering was declared effective by the SEC on March 20, 2012 and the final prospectus dated March 20, 2012 was filed with the SEC on March 21, 2012.

On March 20, 2012, the Company entered into an agreement with its Chairman and initial shareholder, Julio Gutierrez, pursuant to which Mr. Gutierrez agreed to loan the Company up to an aggregate of $500,000 (or a higher amount at his discretion) to fund the Company’s working capital needs following the consummation of the Offering and before a Business Combination.  In the event that a Business Combination does not close, the Company may use a portion of the Offering proceeds held outside the Trust Account to repay such working capital loans but no proceeds from the Trust Account would be used for such repayment.  Mr. Gutierrez, at his option, may convert the working capital loans into warrants in connection with a Business Combination at $0.75 per warrant. 

On March 30, 2012, the Company filed a Form 6-K with the SEC containing an audited balance sheet and announced that on March 26, 2012, the Company had consummated the Offering of 4,000,000 Units.  The Form 6-K also announced that on March 26, 2012, the Company closed the Private Placements.  The Company received gross proceeds of $42,450,000 before deducting underwriters’ compensation of $1,175,000 (total compensation of $1,200,000 less an initial $25,000 advance) and including $2,450,000 received for the purchase of the 3,266,667 warrants by the initial investors and the lead underwriter.  Upon the closing of the Offering and the Private Placements, $40,600,000 was placed into the Trust Account. The proceeds placed into the Trust Account were held in cash as of March 26, 2012, and will be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, as amended, and that invest solely in U.S. Treasuries, until the earlier of (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account. The Trust Account is held at J.P. Morgan Chase N.A., London Branch and maintained by Continental Stock Transfer & Trust Company acting as trustee.

On May 17, 2012, the Company filed a Form 6-K with the SEC announcing that the representative of the underwriters of the Offering, which was consummated on March 26, 2012, had notified the Company that commencing May 18, 2012, the holders of the Units may elect to separately trade the Ordinary Shares and warrants underlying such Units.  Those Units not separated will continue to trade on the Nasdaq Capital Market under the symbol “BGSCU” and each of the underlying Ordinary Shares and warrants will trade under the symbols “BGSC” and “BGSCW”, respectively.  In addition, the underwriters elected to not exercise the over-allotment option in connection with the Offering and the initial shareholder forfeited 200,000 Ordinary Shares (after giving effect to the 1.125-for-1 reverse split of the Ordinary Shares). As a result, there are 5,333,333 Ordinary Shares issued and outstanding as of May 17, 2012.

 F-14