UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~January~~December 287, ~~2009~~2010

IPKV HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware	000-52135	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

c/o Nautilus Global Partners

700 Gemini, Suite 100

Houston, TX 77027

(Address of Principal Executive Offices/Zip Code)

(281) 488-3883

(Registrant’~{!/~}s telephone number, including area code)

Ruby Growth Corporation

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(B))

o Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))

Item 35.03 Amendment ~~Material~~to ~~Modification~~Articles toof ~~the~~Incorporation ~~Rights~~or ofBylaws; ~~Security~~Change ~~Holders.~~in Fiscal Year

On ~~January 28, 2009, Ruby Growth Corporation (the “Company”) held a meeting of its holders of its ordinary shares as~~ December 237, ~~2008 (the “Meeting”). At the meeting~~2010, the holder of approximately 78% of the ordinary shares of the Company approved: (1) a proposal that the Company de-register as a Cayman Islands company and transfer by way of continuation to Delaware, (2) a proposal that the Company change its name to IPKV Holdings, Inc., ~~and~~ (~~3) a proposal that~~ the ~{!0~}Company~{!1~}) ~~increase~~amended ~~its~~Article ~~authorized capital stock from 50~~III,~~000,000~~ ~~ordinary~~Section ~~shares, par value $0.001 per share and~~ 1~~,000,000~~ ~~preference shares, par value $0.001 per share to 100,000,000 shares~~ of ~~common stock, par value $0.001 per share and 25,000,000 shares of preferred stock, par value $0.001 per share. Following the approval of a majority of~~ its ~~shareholders~~Bylaws, ~~the~~effective ~~Company consummated the conversion to a Delaware corporation on January 28~~immediately, ~~2009~~which through (i) the de-registration of the Company under Cayman Islands law, (ii) the execution and filing of a certificate of conversion with the Secretary of State of the State of Delaware and (iii) the execution and filing of a certificate of incorporation with the Secretary of State of the State of Delaware. In connection with the conversion, each issued and outstanding ordinary share of the Company, as it existed under Cayman Islands law, was converted into one issued and outstanding share of common stock of the Company as it now ~~exists~~states ~~under Delaware law. In addition, the Company adopted new bylaws~~ in ~~connection with~~ its ~~conversion to a Delaware corporation.~~ entirety:

~~The~~Section ~~rights~~1. Powers; ofNumber; ~~the~~Qualifications. The ~~Company’s~~business ~~stockholders~~and ~~are~~affairs ~~now governed by the Company’s Delaware certificate~~ of ~~incorporation (~~the ~~“Certificate~~Corporation ofshall ~~Incorporation”),~~be ~~the~~managed ~~bylaws~~by ~~(the~~or ~~“Bylaws”)~~under ~~and~~ the ~~Delaware~~direction ~~General Corporate Law (“Delaware Law”), and, as a result, certain rights~~ of the ~~Company’s~~Board ~~stockholders~~of ~~have changed. Under Delaware Law~~Directors, ~~the~~except ~~Company’s~~as ~~stockholders~~may ~~are~~be ~~granted~~otherwise ~~certain~~provided ~~appraisal~~by ~~rights,~~law ~~subject~~or ~~to exceptions, if the Company is involved~~ in ~~a merger or consolidation, whereas neither Cayman Islands law nor~~ the ~~Company’s~~Certificate ~~former memorandum and articles~~ of ~~association (the “Articles”) specifically provided for appraisal rights~~Incorporation. InThe ~~addition,~~number ~~under the Company’s Delaware certificate~~ of ~~incorporation,~~directors ~~actions~~which ~~may~~shall beconstitute ~~taken by~~ the ~~Company’s~~Board ~~stockholders by written consent~~ of ~~not~~Directors ~~less~~shall ~~than~~be ~~the~~fixed ~~minimum~~from ~~number~~time ofto ~~votes~~time ~~that~~exclusively ~~would~~pursuant ~~be necessary~~ to ~~take such action at~~ a ~~meeting. Under~~resolution ~~Cayman~~adopted ~~Islands law, actions~~ by ~~written consent of~~ the ~~shareholders~~Board ~~had to be approved by all~~ of ~~the~~Directors, ~~shareholders~~but ~~entitled~~shall toconsist ~~vote on such action. Under the Certificate~~ of ~~Incorporation~~not ~~notices~~less ofthan ~~meetings~~one of(1) ~~stockholders~~nor ~~must be sent no~~ more than ~~sixty or less then ten days before the date of the meeting. Under the Articles, the Company was required to provide~~ seven ~~days~~(7) ~~notice~~directors. InDirectors ~~addition,~~need ~~the~~not ~~Delaware~~be ~~Law provides for certain restrictions with respect to business combinations with interested~~ stockholders ~~and~~of ~~under~~ the ~~Articles and Cayman Islands had not such restrictions~~Corporation.

~~The~~Previously, ~~foregoing~~Article isIII, aSection ~~brief~~1 ~~summary~~did ofnot ~~the~~specify ~~modifications of~~ the ~~rights~~maximum ofnumber ~~the Company’s stockholders as a result~~ of ~~the~~directors ~~Company’s~~required ~~conversion from a Cayman Islands company~~ to aconstitute ~~Delaware corporation. It is therefore subject to~~ the ~~complete~~Board ~~text~~ of ~~the~~Directors. A ~~relevant~~copy ~~provisions~~ of the ~~Companies~~Company~{!/~}s ~~Law~~Amended ~~(2007 Revision) of the Cayman Islands, the common law of the Cayman Islands, the Articles~~ and ~~the~~Restated ~~Delaware~~Bylaws ~~Law. It~~ is ~~also~~attached ~~subject~~ to ~~the~~this ~~complete~~Report ~~texts of the Certificate of Incorporation and Bylaws (which are attached~~ as ~~exhibits~~Exhibit ~~hereto)~~3. 2.

Item 5 9.~~03.~~01 Financial ~~Amendments~~Statements toand ~~Articles of Incorporation or Bylaws; Change in Fiscal Year~~Exhibits.

~~The information contained in Item 3.03 above is incorporated herein by reference.~~(d) Exhibits

Item 9.01 Financial Statements and Exhibits.


Exhibit Number		Description

3.2		Amended and Restated Bylaws

~~(d) Exhibits~~SIGNATURES

~~Exhibit~~Pursuant Noto the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Description



	IPKV HOLDINGS, INC.

Date: December 7, 2010	By:	/s/ Joseph Rozelle
		Name: Joseph Rozelle
		Title: President

3.1

Certificate of Incorporation filed with the Delaware Secretary of State on January 28, 2009.

3.2

Bylaws of the Company

3.3

Certificate of Conversion filed with the Delaware Secretary of State on January 28, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IPKV HOLDINGS, INC.
Date: February 3, 2009	By:	/s/ Joseph Rozelle
		Name: Joseph Rozelle
		Title: President

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