UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the fiscal period ended March 31, 2011

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

For the transition period from _______________ to _______________

Commission File Number 000-52135

IPKV Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		N/A
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

c/o Nautilus Global Partners

700 Gemini, Suite 100, Houston, TX 77056

(Address of principal executive offices) (Zip Code)

(281) 488-3883

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |_| No |X|

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See 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 o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes |X| No |]

At May 13, 2011, there were 1,673,254 shares of Registrant’s ordinary shares outstanding.

GENERAL INDEX

		PAGE NUMBER

	PART I FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11

ITEM 4.	CONTROLS AND PROCEDURES	11

	PART II OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	11

ITEM 1.(A)	RISK FACTORS	12

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES & USE OF PROCEEDS	12

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	12

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	12

ITEM 5.	OTHER INFORMATION	12

ITEM 6.	EXHIBITS	12

	SIGNATURES	12

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

IPKV Holdings, Inc.

(A Development Stage Company)

Condensed Balance Sheets

	March 31,				December 31,
	2011				2010
ASSETS	(unaudited)				(audited)

CURRENT ASSETS
Cash		$	--			$	--
Notes receivable (Note 4)			500,000				500,000
Interest receivable			39,452				27,123

Total current assets and total assets		$	539,452			$	527,123

LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Payable to affiliate		$	19,374			$	17,604
Accounts payable			6,696				4,926
Notes payable – affiliate (Note 5)			500,000				500,000
Interest payable			39,452				27,123

Total current liabilities			565,522				549,653

Commitments and contingencies (Note 10)			--				--

SHAREHOLDERS’ DEFICIT
Preferred shares, $0.001 par value, 25,000,000 shares authorized, none issued and outstanding			--				--
Common shares, $0.001 par value; 100,000,000 shares authorized; 1,673,254 issued and outstanding as of March 31, 2011 and December 31, 2010			1,673				1,673
Additional paid in capital			717,855				717,855
Deficit accumulated during development stage			(745,598	)			(742,058	)
Total shareholders’ deficit			(26,070	)			(22,530	)
Total liabilities and shareholders’ deficit		$	539,452			$	527,123

See accompanying notes to condensed financial statements.

IPKV Holdings, Inc.

(A Development Stage Company)

Condensed Statements of Operations

(Unaudited)

	Three Months Ended March 31, 2011			Three Months Ended March 31, 2010			Cumulative During Development Stage (March 10, 2006 to March 31, 2011)

Revenues	$	--		$	--		$	--

Expenses
Formation, general and administrative expenses		3,540			12,214			74,062
Total operating expenses		3,540			12,214			74,062

Operating loss		(3,540	)		(12,214	)		(74,062	)

Other income (expense), net
Bad debt expense		--			(627,137	)		(627,137	)
Interest expense, net of interest income		--			(15,123	)		(44,399	)
Total other income (expense)		--			(642,260	)		(671,536	)

Net loss	$	(3,540	)	$	(654,474	)	$	(745,598	)

Basic and diluted loss per share	$	(0.00	)	$	(0.87	)
Weighted average common shares outstanding – basic and diluted		1,673,254			750,174

See accompanying notes to condensed financial statements.

IPKV Holdings, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31, 2011			Three Months Ended March 31, 2010			Cumulative During Development Stage (March 10, 2006 to March 31, 2011)
Cash flows from operating activities
Net loss	$	(3,540	)	$	(654,474	)	$	(745,598	)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued to Founder for payment of formation costs		--			--			1,050
Bad debt expense		--			627,137			627,137
Changes in operating assets and liabilities
Due to/from affiliate		1,770			(13,296	)		19,374
Interest receivable		(12,329	)		(25,699	)		(39,452	)
Interest payable		12,329			40,822			69,698
Accounts payable		1,770			3,097			6,696
Net cash used in operating activities		--			(22,413	)		(46,300	)

Cash flows from investing activities
Investment in note receivable		--			(350,000	)		(1,100,000	)
Net cash used in investing activities		--			(350,000	)		(1,100,000	)

Cash flows from financing activities
Proceeds from issuance of common shares		--			--			46,300
Proceeds from issuance of note payable to affiliate		--			350,000			1,100,000
Net cash provided by financing activities		--			350,000			1,146,300

Net increase (decrease) in cash		--			(22,413	)		--

Cash at beginning of the period		--			22,413			--
Cash at end of the period	$	--		$	--		$	--

Supplemental disclosures of cash flow information:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

Supplemental disclosure of investing and financing information:
Exchange of notes payable and interest payable for common stock	$	-		$	-		$	672,178

See accompanying notes to condensed financial statements.

IPKV Holdings, Inc.

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

March 31, 2011

(Unaudited)

NOTE 1 - Organization, Business and Operations

On March 10, 2006, IPKV Holdings, Inc. (the "Company"), formerly known as Ruby Growth Corporation, was formed in the Cayman Islands with the objective to acquire, or merge with, a foreign operating business. On January 28, 2009, the Company was converted to a Delaware Corporation.

At March 31, 2011, the Company had not yet commenced operations. Expenses incurred from inception through March 31, 2011 relates to the Company’s formation and general and administrative activities to prepare for a potential acquisition. The Company selected December 31 as its fiscal year-end.

The Company, based on its proposed business activities, is a "blank check" company. The Securities and Exchange Commission defines such a company as “a development stage company” as it either has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and has issued ‘penny stock,’ as defined in Rule 3a51-1 under the Securities Exchange Act of 1934. 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 its securities, either debt or equity, until the Company concludes a business combination with an operating entity.

The Company was organized to acquire a target company or business seeking the perceived advantages of being a publicly-held company and, to a lesser extent, that desires to employ the Company’s funds in its business. The Company’s principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a business combination rather than short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location. The analysis of new business opportunities will be undertaken by or under the supervision of the officers and directors of the Company.

In April 2010, the Company issued a $250,000 note to one of the Company’s largest shareholders. This note pays interest at 10% and is payable on demand. The Company subsequently received a note from a private company in order to prepare the due diligence for a possible transaction with the Company. This note was for $250,000, and pays interest at 10%. This note matures twelve months from the date of issuance. In August 2010, the Company issued an additional $250,000 note to one of the Company’s largest shareholders. This note pays interest at 10% and is payable on demand. The Company subsequently received an additional note from a private company in order to prepare the due diligence for a possible transaction with the Company. This additional note was also for $250,000, and pays interest at 10%. This note matures twelve months from the date of issuance. There can be no assurance that the Company will complete a merger agreement with this private company as the proposed transaction is in the due diligence stage and the ultimate outcome of this transaction is not known. As of March 31, 2011, the Company has not entered into a letter of intent, merger or acquisition agreement with any company.

NOTE 2 - Summary of Significant Accounting Policies

Interim financial information

The financial statements included herein, which have not been audited pursuant to the rules and regulations of the Securities and Exchange Commission, reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods on a basis consistent with the annual audited statements. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full year. Certain information, accounting policies and footnote disclosures normally included in consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with our audited financial statements included in our Form 10-K, for the year ended December 31, 2010, filed with the Securities and Exchange Commission on March 31, 2011.

Basis of Presentation

These financial statements are presented on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America, whereby revenues are recognized in the period earned and expenses when incurred. The Company also follows the accounting guidelines for accounting for and reporting in Development Stage Enterprise in preparing its financial statements.

Statement of Cash Flows

For purposes of the statement of cash flows, we consider all highly liquid investments (i.e., investments which, when purchased, have original maturities of three months or less) to be cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Loss Per Ordinary Share

Basic loss per common share is based on the weighted effect of common shares issued and outstanding, and is calculated by dividing net loss by the weighted average shares outstanding during the period. Diluted loss per common share is calculated by dividing net loss by the weighted average number of common shares used in the basic loss per share calculation plus the number of common shares that would be issued assuming exercise or conversion of all potentially dilutive common shares outstanding. The Company does not present diluted earnings per share for years in which it incurred net losses as the effect is antidilutive.

At March 31, 2011 and December 31, 2010, there were no potentially dilutive ordinary shares outstanding.

Income Taxes

NOTE 2 - Summary of Significant Accounting Policies (continued)

Fair Value of Financial Instruments

Our financial instruments consist of accounts payable and payables to an affiliate. We believe the fair value of our payables reflects their carrying amounts.

The fair value of the Company’s financial instruments reflects the amounts that the Company estimates to receive in connection with the sale of an asset or paid in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). The guidance also established a fair value hierarchy that prioritizes the use of inputs used in valuation techniques into the following three levels:

Level 1 – quoted prices in active markets for identical assets and liabilities.

Level 2 – observable inputs other than quoted prices in active markets for identical assets and liabilities.

Level 3 – unobservable inputs.

As of March 31, 2011 and December 31, 2010, the Company did not have financial assets or liabilities that would require measurement on a recurring basis based on this guidance.

Recently Issued Accounting Pronouncements

Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations and cash flows.

NOTE 3 - Liquidity and Capital Resources

The Company has no revenues for the period from inception (March 10, 2006) through March 31, 2011, and does not intend to realize revenues until the consummation of a merger with an operating entity. The Company’s principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a business combination rather than short-term earnings. There can be no assurance that the Company will ever consummate the business combination; achieve or sustain profitability or positive cash flows from its operations, reduce expenses or sell ordinary shares. To date, the Company has funded its formation activities primarily through issuances of its ordinary shares and a payable to affiliate. The Company has notes payable of $500,000 due to its largest shareholder.

NOTE 4 – Notes Receivable

In April 2010, the Company received a note for $250,000 from a potential acquisition candidate. This note pays interest at 10% and was due at the earlier of a) the one year anniversary from the date of issuance, b) a change of Control of the acquisition candidate. In August 2010, the Company received an additional note for $250,000 from the same acquisition candidate with identical terms. Both notes have been extended until the two year anniversary of the issuances of the note.

NOTE 5 – Notes Payable - Affiliate

In April 2010, the Company issued a note for $250,000 to one of its largest shareholders. This note pays interest at 10% and is due at the earlier of a) the one year anniversary from the date of issuance, b) a change of Control for the Company. In August 2010, the Company issued an additional note for $250,000 to the same shareholder with identical terms. Both notes have been extended until the two year anniversary of the issuances of the note.

NOTE 6 - Payable to Affiliate and Accounts Payable

The Company has a payable to affiliate of $19,374 and $17,604 to a Founder of the Company as of March 31, 2011 and December 31, 2010, respectively. The payable is non-interest bearing and payable on demand. The Company also has accounts payable related to general and administrative expenses for $6,696 and $4,926 as of March 31, 2011 and December 31, 2010, respectively.

NOTE 7 - Common shares

On April 10, 2006, the Company was capitalized with 614,515 shares of its restricted common shares issued for consideration of $1,050 to its founding shareholders. These shares, along with a payable issued to the founder of $5,548, were the basis of the funding of the Company’s $6,598 in formation costs. On May 31, 2006, the Company sold approximately 104,000 shares of its restricted common shares for $35,500. The restricted common shares were sold to 355 offshore private investors pursuant to a Private Placement Offering in lots of 293 shares each at approximately $0.34 per share. On July 18, 2006, the Company sold approximately 31,604 shares of its restricted common shares for $10,800. The restricted common shares were sold to 108 offshore private investors pursuant to a Private Placement Offering in lots of 293 shares each at approximately $0.34 per share. No underwriting discounts or commissions were paid with respect to such sales.

In April 2010, the Company issued a noteholder 923,080 shares of the Company’s common stock to satisfy a $600,000 note and the accrued interest connected with the note.

NOTE 8 - Preferred Shares

The Company is authorized to issue 25,000,000 shares of preferred shares with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At March 31, 2011, there were no preferred shares issued or outstanding.

NOTE 9 – Income Taxes

The Company accounts for income taxes using the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. On January 28, 2009, the Company was converted to a Delaware Corporation. All income or loss from operations is subject to US tax regulations beginning on January 28, 2009. The Company has a net operating loss for financial accounting purposes of approximately $0.7 million at March 31, 2011. The Company has a potential deferred tax asset of approximately $0.2 million as a result of this net operating loss carry forward. In assessing the realization of deferred tax assets, management considers whether it is likely that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during periods in which those temporary differences become deductible. Due to the uncertainty surrounding the realization of the benefits of its tax attributes, including net operating loss carryforwards, in future tax returns, the Company has provided a 100% valuation allowance on its deferred tax assets.

The net operating loss carryforward will begin to expire in 2029, if not utilized. The Internal Revenue Code Section 382 limits net operating loss and tax credit carryforwards when an ownership change of more than fifty percent of the value of the stock in a loss corporation occurs within a three-year period. It is possible that changes in control may result in Section 382 limits. Accordingly, the ability to utilize net operating loss and tax credit carryforwards could be significantly restricted.

NOTE 10 - Commitments and Contingencies

The Company may become subject to various claims and litigation. The Company vigorously defends its legal position when these matters arise. The Company is not a party to, nor the subject of, any material pending legal proceeding nor to the knowledge of the Company, are any such legal proceedings threatened against the Company.

NOTE 11 – Subsequent Events

The Company considered all subsequent events through May 13, 2011, the date the financial statements were available to be issued.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS

Disclosure Regarding Forward Looking Statements

Statements, other than historical facts, contained in this Quarterly Report on Form 10-Q, including statements of potential acquisitions and our strategies, plans and objectives, are "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"). Although we believe that our forward looking statements are based on reasonable assumptions, we caution that such statements are subject to a wide range of risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are important factors that could cause actual results to differ materially from the forward looking statements, including, but not limited to; the effect of existing and future laws, governmental regulations and the political and economic climate of the United States; the effect of derivative activities; and conditions in the capital markets. We undertake no duty to update or revise these forward-looking statements.

When used in this Form 10-Q, the words, "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons.

General

We are a development stage company formed solely for the purpose of identifying and entering into a business combination with a privately held business or company that is seeking the advantages of being a publicly held corporation whose stock is eventually traded on a major United States stock exchange.

Plan of Operation

As of March 31, 2011 and as of the date of this report, we had not engaged in any business activities that generate revenue. Our activities to date have been primarily focused upon our formation and raising capital. We have conducted private offerings of our common shares, the proceeds of which we intend to use for payment of costs associated with formation, accounting and auditing fees, legal fees, and costs associated with identifying acquisition targets and completing necessary due diligence. In addition, we expect to incur costs related to filing periodic reports with the Securities and Exchange Commission.

We believe we will be able to meet these costs for at least the next 12 months using the funds that we have raised through our private offerings. If necessary, we believe that we will be able to raise additional funds through additional private sales of common shares, or by obtaining loans from our shareholders, management or other investors.

We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

In April 2010, the Company issued a $250,000 note payable to one of the Company’s largest shareholders. This note pays interest at 10% and is payable on demand. The Company subsequently received a note receivable from a private company in order to prepare the due diligence for a possible transaction with the Company. This note receivable was for $250,000, and pays interest at 10%. This note matures twenty four months from the date of issuance. In August 2010, the Company issued an additional $250,000 note payable to one of the Company’s largest shareholders.

This note pays interest at 10% and is payable on demand. The Company subsequently received an additional note receivable from a private company in order to prepare the due diligence for a possible transaction with the Company. This additional note receivable was also for $250,000, and pays interest at 10%. This note matures twelve months from the date of issuance. There can be no assurance that the Company will complete a merger agreement with this private company as the proposed transaction is in the due diligence stage and the ultimate outcome of this transaction is not known. As of March 31, 2011, the Company has not entered into a letter of intent, merger or acquisition agreement with any company.

Comparison of the three months ending March 31, 2011 and 2010

Because we currently do not have any business operations, we have not had any revenues during the three months ended March 31, 2011 and 2010. Total operating expenses for the three months ended March 31, 2011 were $3,540, compared with $12,214 for the three months ended March 31, 2010.

Liquidity and Capital Resources

As of March 31, 2011, we do not maintain a cash balance and must rely on an affiliate to fund business operations. The Company believes that our affiliate will continue to fund operating expense for the next twelve months. The Company has a note payable of $500,000 plus accrued interest due to its largest shareholder.

Off-Balance Sheet Arrangements

We do not have any significant off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Our Chief Executive and Financial Officer has reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-15(e) or 15d-15(e)) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer has concluded that our current disclosure controls and procedures were effective and provide him with reasonable assurance that they are effective to provide him with timely material information relating to us required to be disclosed in the reports we file or submit under the Exchange Act.

Changes in Internal Control over Financial Reporting. Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A.

RISK FACTORS.

There have been no material changes to the risk factors previously disclosed under Item 1A of the Company’s Report on Form 10-K for the fiscal year ended December 31, 2010.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit Number Description

31	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements 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.

IPKV Holdings, Inc.

(Registrant)

By: /s/ JOSEPH R. ROZELLE

JOSEPH R. ROZELLE

Chief Executive Officer

Date: May 13, 2011

IPKV Holdings, Inc. 10-Q