UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
DC 20549
 
 FORM
10-K
 
 ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For
the fiscal year ended
 December 31,
2008
 
 OR
 
 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
 333-138080


TransTech
      Services Partners Inc.
                        (Exact
      Name of Registrant as Specified in Its
Charter)
  Delaware
                        
                        020-5426668(State
      or Other Jurisdiction of
                          Incorporation
      or Organization)
                        
                        (I.R.S.
      Employer
                          Identification
      No.)
  445 Fifth Avenue
      New
      York, New
      York 10016
                        (Address
      of Principal Executive Offices) (Zip Code)Registrant’s Telephone Number,
      Including Area Code212-696-5977
                        
                        Securities
      registered pursuant to Section 12(b) of the Exchange
  Act:




Title of Each
Class
 Common
Stock, par value $0.0001 per share
 Units,
consisting of one share of Common Stock, par value $.0001 per share, and one
Warrant
 Warrants
to purchase shares of Common Stock
 
 Securities
registered pursuant to Section 12(g) of the Exchange Act:
 
 None




Indicate
by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.


Yes  ̈                         No
x




Indicate
by check mark if the
registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.


Yes  ̈                         No
x




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 x                        No
 ̈









Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K. 




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




Large
      accelerated filer  ̈
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈
            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
 ̈




As
of March 31,
2009 there were 6,300,000 shares of the registrant’s
Common Stock outstanding, par value $.0001 per share. The aggregate market value
of the voting common stock held by non-affiliates of the registrant as of
March 25,2009 was
approximately $40,209,750.




DOCUMENTS
INCORPORATED BY
REFERENCE:       None









INDEX TO
ANNUAL REPORT ON FORM 10-K FILED WITH


THE
SECURITIES AND EXCHANGE COMMISSION


YEAR
ENDED DECEMBER 31, 2008


ITEMS IN FORM
10-K


PAGEPART
      I
                  
                  
                  1ITEM
      1.
                  BUSINESS
                  
                  1ITEM
      1A.
                  RISK
      FACTORS
                  
                  4ITEM
      1B.
                  UNRESOLVED
      STAFF COMMENTS.
                  
                  15ITEM
      2.
                  PROPERTIES.
                  
                  15ITEM
      3.
                  LEGAL
      PROCEEDINGS.
                  
                  15ITEM
      4.
                  SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS.
                  
                  15PART
      II.
                  
                  
                  16ITEM
      5.
                  MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES.
                  
                  16ITEM
      6.
                  SELECTED
      FINANCIAL DATA.
                  
                  17ITEM
      7.
                  MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.
                  
                  18ITEM
      7A.
                  QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
                  
                  19ITEM
      8.
                  FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
                  
                  F-1ITEM
      9.
                  CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTING AND FINANCIAL
    DISCLOSURE
                  
                  20ITEM
      9A(T).
                  CONTROLS
      AND PROCEDURES
                  
                  20ITEM
      10.
                  OTHER
      INFORMATION
                  
                  21PART
      III
                  
                  
                  22ITEM
      11.
                  DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
                  
                  22ITEM
      12.
                  EXECUTIVE
      COMPENSATION
                  
                  25ITEM
      13.
                  SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
                  
                  25ITEM
      14.
                  CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
      INDEPENDENCE.
                  
                  28ITEM
      15.
                  PRINCIPAL
      ACCOUNTING FEES AND SERVICES
                  
                  29ITEM
      16.
                  EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES
                  
                  30









PART
I




Item
1.BUSINESS.




Organization
and Activities




TransTech
Services Partners Inc. (the “Company”) was incorporated
in Delaware on August 16, 2006 for the purpose of  acquiring, through
a merger, capital stock exchange, asset acquisition, stock purchase or other
similar business combination (a “Business Combination”), one
or more small to mid-market U.S. and/or European based operating companies
engaged in the delivery of Information Technology and Information Technology
Enabled Services, Business Process Outsourcing and/or Knowledge Process
Outsourcing, whose operations are particularly suitable for operational and
productivity improvements which would include leveraging delivery centers
located in offshore countries, such as India (a “Target
Business”).




The
Company is considered to be a development stage company and as such the
financial statements presented herein are presented in accordance with Statement
of Financial Accounting Standards (“SFAS”)
No. 7.




The
registration statement for the Company's initial
public offering (“Offering”) was declared
effective on May 23,
2007. The
Company consummated the Offering on May 30, 2007 for net
proceeds of approximately $33 million for 4,500,000 units consisting of one
share of the
Company’s common stock and one warrant, which entitles the holder to
purchase one share of the Company’s Common
Stock at a price of $5.00 per warrant. On June 13, 2007 the Company's
underwriters' exercised their over-allotment option for net proceeds of
approximately $5.2 million. The Company's
management intends to apply substantially all of the net proceeds of the
Offering toward consummating a Business Combination. The initial Target Business
must have a fair market value equal to at least 80% of our net assets (excluding
the amount held in the trust account representing a portion of the underwriters'
deferred discount) at the time of such acquisition. However, there is no
assurance that the
Company will be able to successfully effect a Business
Combination.




In
evaluating a prospective target business, our management will conduct the
necessary business, legal and accounting due diligence on such target business
and will consider, among other factors, the following:





·
            financial
      condition and results of
operations;


·
            earnings
      and growth potential;


·
            the
      nature of services and opportunities for improving financial returns
      through the migration of operating functions to offshore locations and the
      enhanced productivity associated with the delivery of services by offshore
      personnel and technology upgrades;


·
            experience
      and skill of management and availability of additional
      personnel;


·
            capital
      requirements;


·
            competitive
      position;


·
            barriers
      to entry into the industry;


·
            breadth
      of services offered;


·
            degree
      of current or potential market acceptance of the
  services;


·
            regulatory
      environment; and


·
            Costs
      associated with effecting the business
  combination.




These
criteria are not intended to be exhaustive. Any evaluation relating to the
merits of a particular business combination will be based, to the extent
relevant, on the above factors as well as other considerations deemed relevant
by our management in effecting a business combination consistent with our
business objective. In evaluating a prospective target business, we will conduct
an extensive due diligence review which will encompass, among other things,
meetings with incumbent management, where applicable, and inspection of
facilities, as well as review of financial and other information which will be
made available to us.




The time
and costs required to select and evaluate a target business and to structure and
complete the business combination cannot presently be ascertained with any
degree of certainty. Any costs incurred with respect to the identification and
evaluation of a prospective target business with which a business combination is
not ultimately completed will result in a loss to us and reduce the amount of
capital available to otherwise complete a business combination. However, we will
not pay any finder’s or consulting fees to our existing stockholders or any of
their respective affiliates for services rendered to or in connection with a
business combination.




1




Management
has agreed that approximately $7.88 per Unit sold in our Offering is held in a
trust account (“Trust
Account”) and invested in permitted United States government securities,
of which, $0.27 per Unit will be paid to the underwriter upon the consummation
of a Business Combination pro-rata with respect to those shares which
stockholders do not exercise their conversion rights. The placing of funds in
the Trust Account may not protect those funds from third party claims against
the Company. Although the Company will seek to have all vendors, prospective
acquisition targets or other entities it engages, execute agreements with the
Company 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 they will execute
such agreements. Approximately $800,000 of after tax interest earned on the
monies held in the Trust Account and $100,000 transferred to the Company when we
closed the Offering may be used to pay for due diligence of prospective Target
Businesses, legal and accounting fees relating to Securities and Exchange
Commission (“SEC”)
reporting obligations and working capital to cover miscellaneous expenses,
director and officer insurance and reserves.





The
Company, after signing a definitive agreement for a Business Combination, is
obliged to submit such transaction for approval by a majority of the public
stockholders of the Company. Stockholders that vote against such proposed
Business Combination and exercise their conversion rights are, under certain
conditions, entitled to convert their shares into a pro-rata distribution from
the Trust Account (the “Conversion Right”). The
actual per-share conversion price will be equal to the amount in the Trust
Account (inclusive of any interest thereon) as of two business days prior to the
proposed Business Combination less up to $279,310 to be waived by the
underwriters related to the shares so converted, divided by the number of shares
sold in the Offering, or approximately $7.88 per share as of the date of the
IPO, which includes $0.27 per share to be waived by the underwriters related to
the shares subject to possible conversion. As a result of the Conversion Right,
$7,872,416 has been classified as common stock subject to possible conversion on
the accompanying balance sheet as of December 31, 2008. The Company's
stockholders prior to the Offering (“Initial Stockholders”), have
agreed to vote their 1,125,000 founding shares of common stock in accordance
with the manner in which the majority of the shares of common stock offered in
the Offering are voted by the Company's public stockholders(“Public Stockholders”) with
respect to a Business Combination. In the event that a majority of the
outstanding shares of common stock voted by the Company's public stockholders
vote for the approval of the Business Combination and holders owning 20% or more
of the outstanding common stock do not vote against the Business Combination and
do not exercise their Conversion Rights, the Business Combination may then be
consummated.




TransTech
has entered into a binding Letter of Intent (“LOI”) with a target company for a
Business Combination, pursuant to which TransTech will acquire the company,
subject to the execution of definitive agreements and the receipt of requisite
shareholder approval. Post filing, proxy statement will be filed seeking the
approval of the Company's stockholders for that Business Combination. If 20% or
more of the  stockholders do not approve the Business Combination and
demand for conversion of their stock into cash, then the Company's board of
directors will convene, adopt and recommend to their stockholders a plan of
dissolution and distribution and file a proxy statement with the SEC seeking
stockholder approval for such plan. In the event of liquidation, the per share
value of the residual assets remaining available for distribution (including
Trust Account assets) will be less than the initial public offering price per
share in the Offering.





With
respect to a Business Combination which is approved and consummated, any Public
Stockholder who voted against the Business Combination prior to such vote and
exercised their Conversion Right will have their common shares cancelled and
returned to the status of authorized but unissued shares. The per share
conversion price will equal the amount in the Trust Account, calculated as of
two business days prior to the consummation of the proposed Business
Combination, divided by the number of shares of common stock held by Public
Stockholders at the consummation of the Offering. Accordingly, Public
Stockholders holding less than 20% of the aggregate number of shares owned by
all Public Stockholders may seek conversion of their shares in the event of a
Business Combination. Such Public Stockholders are entitled to receive their per
share interest in the Trust Account computed without regard to the founding
shares and the shares underlying the Insider Units (but not shares acquired in
the Offering or in the secondary market) held by Initial
Stockholders.




2




Competition




In
identifying, evaluating and selecting a target business, we may encounter
intense competition from other entities having a business objective similar to
ours. Many of these entities are well established and have extensive experience
identifying and effecting business combinations directly or through affiliates.
Many of these competitors possess greater technical, human and other resources
than us and our financial resources will be relatively limited when contrasted
with those of many of these competitors, which may limit our ability to compete
in acquiring certain sizable target businesses. This inherent competitive
limitation gives others an advantage in pursuing the acquisition of a target
business. Further:




·
            our
      obligation to seek stockholder approval of a business combination or
      obtain the necessary financial information to be included in the proxy
      statement to be sent to stockholders in connection with such business
      combination may delay or prevent the completion of a
      transaction;


·
            our
      obligation to convert shares of common stock held by our public
      stockholders into cash in certain instances may reduce the resources
      available to effect a business
combination;


·
            our
      outstanding warrants, and the future dilution they potentially represent,
      may not be viewed favorably by certain target businesses;
    and


·
            the
      requirement to acquire an operating business that has a fair market value
      equal to at least 80% of our net assets (excluding deferred underwriting
      discounts and commissions) at the time of the acquisition could require us
      to acquire several companies or closely related operating businesses at
      the same time, all of which sales would be contingent on the closings of
      the other sales, which could make it more difficult to complete the
      business combination.




Any of
these factors may place us at a competitive disadvantage in successfully
negotiating a business combination. Our management believes, however, that to
the extent that our target business is a privately held entity, our status as a
well-financed public entity may give us a competitive advantage over entities
having a similar business objective as ours in acquiring a target business with
significant growth potential on favorable terms.




If we
succeed in effecting a business combination, there will be, in all likelihood,
intense competition from competitors of the target business. We cannot assure
you that, subsequent to a business combination, we will have the resources or
ability to compete effectively.




Employees




We have
two officers, each of whom is a member of our board of directors. These
individuals are not obligated to contribute any specific number of hours per
week and intend to devote only as much time as they deem necessary to our
affairs. The amount of time they will devote as employees prior to the
completion time period will vary based on the availability of suitable target
businesses to investigate. We do not intend to have any full time employees
prior to the completion of a business combination.




Recent
Developments




On
November 13, 2008, we had announced that we entered into a Letter Of Intent
(“LOI”) with Active Response Group, Inc. (“ARG”), pursuant to which TransTech
and ARG were to merge, subject to the execution of definitive agreements and the
receipt of requisite shareholder approval. Through February 2009 negotiations
and discussions were conducted with ARG. However, despite their best efforts,
TransTech and ARG could not agree on certain key terms of the merger agreement.
Therefore, Board of TransTech determined that in the best interest of its
shareholders, TransTech would have to terminate all discussions of a merger with
ARG. Accordingly, on March 26, 2009, we announced that we terminated all
discussions with ARG.





Further, we
announcedthe signing of
binding letter of intent with Global Hi-Tech Industries Limited (“GHIL”), an
integrated steel manufacturer focused on the infrastructure growth sector in
India, which can benefit from cross-border opportunities and enhance
efficiencies from technological upgradation by integrating IT systems in the
areas of plant logistics, energy control and raw material sourcing. The board of
TransTech believes that, given the prevailing market conditions, the acquisition
of GHIL is in the best interest of the shareholders to create value in the long
term and accordingly announced the signing of the binding term sheet on March26, 2009.





There
remain a number of conditions to our completion of the acquisition of GHIL and
there is no guarantee that the Share Purchase Agreement will be approved by our
stockholders or the shareholders of GHIL. In addition, in connection with the
transaction, we will file preliminary and definitive proxy statements in
connection with the solicitation of proxies for our special meeting of
stockholders to approve the Share Purchase Agreement and related transactions.
If our stockholders do not approve the Share Purchase Agreement, we will
initiate process to liquidate TransTech.





3





ITEM
1A.         RISK FACTORS




Risks
Associated with Our Business




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





Since we
do not have an operating history, we have no basis upon which to evaluate our
ability to achieve our business objective, which is to acquire an operating
business. We have no present revenue and will not generate any revenues (other
than interest income on the proceeds from our offering on May 30, 2007 for 4.5
million units consisting of one share of Common Stock and one Warrant (the “Offering”)) until, at the
earliest, after the completion of a business combination. We cannot assure you
as to when, or if, a business combination will occur. The financial statements
do not include any adjustments that might result from our ability to continue as
a going concern.




We
may not be able to complete a business combination within the required time
frame, in which case, we will be forced to dissolve and liquidate.




We must
complete the business combination for which we have entered into a binding
letter of intent with an operating businesses with a collective fair market
value equal to at least 80% of our net assets (excluding deferred underwriting
discounts and commissions payable to the representatives of $1,372,500) at the
time of the acquisition within May 23, 2009 and the business combination
relating thereto has not yet been completed within such period. If we fail to
complete a business combination within the required time frame, we have agreed
with the trustee to promptly initiate procedures to dissolve and liquidate our
assets. We may not be able to find suitable target businesses within the
required time frame. In addition, our negotiating position and our ability to
conduct adequate due diligence on any potential target may be reduced as we
approach the deadline for the completion of a business combination. While we
continue to review a number of possible business combinations, we do not have
any specific merger, capital stock exchange, asset acquisition, stock purchase
or other business combination transaction under contract.




If
we are required to dissolve and liquidate before a business combination, our
public stockholders will receive less than $8.00 per share upon distribution of
the funds held in the trust account and our warrants will expire with no
value.




If we are
unable to complete a business combination and are required to dissolve and
liquidate our assets, the per-share liquidation amount will be less than $8.00
because of the expenses related to the Offering, our general and administrative
expenses, and the anticipated costs associated with seeking a business
combination. Furthermore, the warrants will expire with no value if we dissolve
and liquidate before the completion of a business combination.




Under
Delaware law, the requirements and restrictions relating to the Offering
contained in our amended and restated certificate of
incorporation may be amended, which could reduce or eliminate the
protection afforded to our stockholders by such requirements and
restrictions.




Our
amended and restatedcertificate of incorporation
contains certain requirements and restrictions relating to the Offering that
will apply to us until the completion of a business combination. Specifically,
our amended and restated certificate of
incorporation
provides, among other things, that:




·
            upon
      completion of the Offering, a certain amount of the net proceeds from the
      offering shall be placed into the trust account, together with the
      proceeds from the private placement, which proceeds may not be disbursed
      from the trust account except in connection with a business combination,
      upon our dissolution and liquidation, or as otherwise permitted in the
      amended and restated certificate of
  incorporation;


·
            prior
      to consummating a business combination, we must submit such business
      combination to our public stockholders for
  approval;


·
            we
      may complete the business combination if approved by the holders of a
      majority of the shares of common stock issued in the Offering and public
      stockholders owning less than 20% of the shares sold in the Offering
      exercise their conversion rights;




4




·
            if
      a business combination is approved and completed, public stockholders who
      voted against the business combination and who properly exercise their
      conversion rights will receive their pro rata share of the trust
      account;


·
            if
      a business combination is not completed or a letter of intent, an
      agreement in principle or a definitive agreement is not signed within the
      time periods specified herein, then our corporate purposes and powers will
      immediately thereupon be limited to acts and activities relating to
      dissolving and winding up our affairs, including liquidation of our assets
      (including funds in the trust account), and we will not be able to engage
      in any other business activities;
and


·
            we
      may not complete any merger, acquisition, asset purchase or similar
      transaction other than a business combination that meets the conditions
      specified in the amended and restated certificate of
      incorporationincluding the
      requirement that the business combination be with one or more operating
      businesses whose fair market value, collectively, is at least equal to 80%
      of our net assets (excluding the deferred underwriting discounts and
      commissions) at the time of such business
  combination.




Under
Delaware law, the foregoing requirements and restrictions may be amended if our
board of directors adopts a resolution declaring the advisability of an
amendment which is then approved by stockholders holding a majority of our
outstanding shares. Such an amendment could reduce or eliminate the protection
that such requirements and restrictions afford to our stockholders. However,
pursuant to our amended and restated certificate of
incorporation and the terms of the
underwriting agreement that we entered into with the underwriters in the
Offering, neither we nor the board will propose or seek stockholder approval of
any amendment of these provisions without the approval of stockholders holding
95% of our outstanding shares.





Under
Delaware law, our dissolution requires certain approvals by holders of our
outstanding stock, without which we will not be able to dissolve and liquidate
and distribute our assets to our public stockholders.




We have
agreed with the trustee to promptly adopt a plan of voluntary dissolution and
liquidation and initiate procedures for our dissolution and liquidation if we do
not effect the business combination, for which we have entered into a binding
letter of intent, by May 23, 3009 .




However,
pursuant to Delaware law, such dissolution requires certain affirmative votes of
stockholders. Specifically, Delaware law requires either (i) the affirmative
vote by stockholders then holding a majority of our outstanding common stock
approving a resolution by the board of directors to dissolve the company; or
(ii) a written consent by all stockholders in which case no prior action by
directors is necessary. We contemplate that any such dissolution would be sought
by the board of directors’ adopting a resolution to dissolve, followed by a
meeting of stockholders. Soliciting the vote of our stockholders will require
the preparation of preliminary and definitive proxy statements, which will need
to be filed with the SEC and could be subject to its review. This process could
take a substantial amount of time ranging from 40 days to several
months.




As a
result, the distribution of our assets to the public stockholders could be
subject to considerable delay. Furthermore, we may need to postpone the
stockholders meeting, re-solicit our stockholders or amend our plan of
dissolution and liquidation to obtain the required stockholder approval, all of
which would further delay the distribution of our assets and result in increased
costs. If we are not able to obtain approval from a majority of our
stockholders, we will not be able to dissolve and liquidate and we will not be
able to distribute funds from our trust account to holders of our common stock
sold in the Offering and these funds will not be available for any other
corporate purpose. In the event we seek stockholder approval for a plan of
dissolution and liquidation and do not obtain such approval, we will nonetheless
continue to pursue stockholder approval for our dissolution. However, we cannot
assure you that our stockholders will approve our dissolution in a timely manner
or will ever approve our dissolution. As a result, we cannot provide investors
with assurances of a specific timeframe for the dissolution and distribution. If
our stockholders do not approve a plan of dissolution and liquidation and the
funds remain in the trust account for an indeterminate amount of time, we may be
considered to be an investment company.




If third parties bring claims
against us, the proceeds held in the trust account could be reduced and the per
share liquidation price received by stockholders will be less than $7.88 per
share.




Our
placing of funds in trust may not protect those funds from third party claims
against us. Although we will seek to have all vendors and service providers we
engage and prospective target businesses we negotiate with, execute agreements
with us waiving any right, title, interest or claim of any kind in or to any
monies held in the trust account for the benefit of our public stockholders,
there is no guarantee that they will execute such agreements. Nor is there any
guarantee that, even if such entities execute such agreements with us, they will
not seek recourse against the trust account. Accordingly, the proceeds held in
trust could be subject to claims which could take priority over those of our
public stockholders. If we liquidate before the completion of a business
combination and distribute the proceeds held in trust to our public
stockholders, our sponsors have severally agreed, pursuant to written agreements
with us and the representatives, that they will be personally liable to ensure
that the proceeds in the trust account are not reduced by vendors, service
providers or prospective target businesses that are owed money by us for
services rendered or contracted for or products sold to us. However, we cannot
assure you that they will be able to satisfy those obligations nor can we assure
you that the per-share distribution from the trust accounts will not be less
than $7.88, plus interest, due to such claims. In the event that the proceeds in
the trust account are reduced and the sponsors assert that they are unable to
satisfy their obligations or that they have no indemnification obligations
related to a particular claim, our independent directors would determine whether
we would take legal action against the sponsors to enforce their indemnification
obligations. Furthermore, creditors may seek to interfere with the distribution
of the trust account pursuant to federal or state creditor and bankruptcy laws,
which could delay the actual distribution of such funds or reduce the amount
ultimately available for distribution to our public stockholders.




5




Additionally,
if we are forced to file a bankruptcy case or an involuntary bankruptcy case is
filed against us that is not dismissed, the funds held in our trust account will
be subject to applicable bankruptcy law, and may be included in our bankruptcy
estate and subject to claims of third parties with priority over the claims of
our public stockholders. To the extent bankruptcy claims deplete the trust
account, we cannot assure you we will be able to return to our public
stockholders at least $7.88 per share.




Our
independent directors may decide not to enforce the sponsors’ indemnification
obligations, resulting in a reduction in the amount of funds in the trust
account available for distribution to our public stockholders.




Each of
the sponsors has agreed to reimburse us for our debts to any vendor for services
rendered or products sold to us, potential target businesses or to providers of
financing, if any, in each case only to the extent necessary to ensure that such
claims do not reduce the amount in the trust account. In the event that the
proceeds in the trust account are reduced and the sponsors assert that they are
unable to satisfy their obligations or that they have no indemnification
obligations related to a particular claim, our independent directors would
determine whether we would take legal action against the sponsors to enforce
their indemnification obligations. While we currently expect that our
independent directors would take action on our behalf against sponsors to
enforce their indemnification obligations, it is possible that our independent
directors in exercising their business judgment may choose not to do so in a
particular instance. If our independent directors choose not to enforce the
sponsors’ indemnification obligations, the amount of funds in the trust account
available for distribution to our public stockholders may be reduced and the per
share liquidation distribution could be less than the initial $7.88 per share
held in the trust account.




We
will dissolve and liquidate if we do not consummate a business combination and
our stockholders may be held liable for claims by third parties against us to
the extent of distributions received by them.




We will
dissolve and liquidate our trust account to our public stockholders if we do not
complete the business combination for which we have entered into a binding
letter of intent. Under Sections 280 through 282 of the Delaware General
Corporation Law, stockholders may be held liable for claims by third parties
against a corporation to the extent of distributions received by them in
dissolution. If a corporation complies with certain procedures intended to
ensure that it makes reasonable provision for all claims against it, including a
60-day notice period during which any third-party claims can be brought against
the corporation, a 90-day period during which the corporation may reject any
claims brought, and an additional 150-day waiting period before any liquidating
distributions are made to stockholders, any liability of stockholders with
respect to a liquidating distribution is limited to the lesser of such
stockholder’s pro rata share of the claim or the amount distributed to the
stockholder, and any liability of the stockholder would be barred after the
third anniversary of the dissolution. Although we will seek stockholder approval
to liquidate the trust account to our public stockholders as part of our plan of
dissolution and liquidation, we do not intend to comply with those procedures.
In the event that our board of directors recommends and the stockholders approve
a plan of dissolution and liquidation where it is subsequently determined that
the reserve for claims and liabilities was insufficient, stockholders who
received a return of funds could be liable for claims made by creditors. As
such, our stockholders could potentially be liable for any claims to the extent
of distributions received by them in a dissolution and any such liability of our
stockholders will likely extend beyond the third anniversary of such
dissolution. Accordingly, we cannot assure you that third parties will not seek
to recover from our stockholders amounts owed to them by us.




6




Since
we have not currently selected any target business with which to complete a
business combination, investors in this offering are unable to currently
ascertain the merits or risks of the target business’s operations.




Since we
have not yet identified a prospective target business, we have no current basis
to evaluate the possible merits or risks of the target business’s operations.
Although our management will endeavor to evaluate the risks inherent in a
particular target business, we cannot assure you that we will properly ascertain
or assess all of the significant risk factors.





We
may issue shares of our capital stock or debt securities to complete a business
combination, which would reduce the equity interest of our stockholders and
likely cause a change in control of our ownership.




Our
amended and restated certificate of incorporation authorizes the issuance of up
to 20,918,920 shares of common stock, par value $.0001 per share, and 1,000,000
shares of preferred stock, par value $.0001 per share. Although we have no
commitments as of the date hereof to issue our securities, we may issue a
substantial number of additional shares of our common stock or preferred stock,
or a combination of common and preferred stock, to complete a business
combination. In the event we issue additional shares of our common stock or
preferred stock upon a business combination, we would require such additional
stockholders to waive any rights to the funds in the trust account. The issuance
of additional shares of our common stock or any number of shares of our
preferred stock:




·
            may
      significantly reduce the equity interest of investors in the
      Offering;


·
            may
      subordinate the rights of holders of common stock if preferred stock is
      issued with rights senior to those afforded to our common
      stockholders;


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


·
            may
      adversely affect prevailing market prices for our common
      stock.




We
may issue notes or other debt securities, or otherwise incur substantial debt,
to complete a business combination, which may adversely affect our leverage and
financial condition.




Although
we have no commitments as of the date hereof to incur any debt, we may choose to
incur a substantial amount of debt to finance a business combination. The
incurrence of debt could result in:





·
            default
      and foreclosure on our assets if our operating cash flow after a business
      combination were 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 contained
      covenants that required the maintenance of certain financial ratios or
      reserves and any such covenant were breached without a waiver or
      renegotiation of that covenant;


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


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


·
            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
      common stock, working capital, 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


·
            other
      disadvantages compared to our competitors who have less
    debt.





Any of
the above listed factors could materially and adversely affect our business and
results of operations. Furthermore, if our debt bears interest at floating
rates; our interest expense could increase if interest rates rise. If we do not
have sufficient earnings to service any debt incurred, we could need to
refinance all or part of that debt, sell assets, borrow more money or sell
securities, none of which we can guarantee we will be able to do on commercially
reasonable terms, or at all.




7


Our
existing stockholders control a substantial interest in us and thus may
influence certain actions requiring stockholder vote.




Our
existing stockholders collectively own approximately 17.9%, of our issued and
outstanding shares of common stock, which could permit them to effectively
influence the outcome of all matters requiring approval by our stockholders,
including the election of directors and approval of significant corporate
transactions, following the completion of our initial business combination. TSP
Ltd. purchased 1,191,667 private warrants at a purchase price of $1.20 per
warrant, which warrants are exercisable at $5.00 per share, to purchase
1,191,667 shares of our common stock in a private placement. In addition, it is
unlikely that there will be an annual meeting of stockholders to elect new
directors prior to the completion of a business combination, in which case all
of the current directors will continue in office at least until the completion
of the business combination. Accordingly, our existing stockholders will
continue to exert control at least until the completion of a business
combination.




We
will be dependent upon interest earned on the trust account to fund our search
for a target company and completion of a business combination.




Of the
net proceeds of the Offering and the private placement, only $100,000 is
available to us outside the trust account to fund our working capital
requirements. We are dependent upon sufficient interest being earned on the
proceeds held in the trust account to provide us with the additional working
capital we will need to search for a target company and complete a business
combination. While we are entitled to up to a maximum of $800,000 to be released
to us for working capital purposes, if interest rates were to decline
substantially, we may not have sufficient funds available to provide us with the
working capital necessary to complete a business combination. In such event, we
would need to borrow funds from our existing stockholders or others or be forced
to liquidate. None of our officers, directors or stockholders is required to
provide any financing to us in connection with or after a business
combination.




Our
ability to successfully effect a business combination and to be successful
afterward will be totally dependent upon the efforts of our management, some of
whom may join us following a business combination and whom we would have only a
limited ability to evaluate. It is also likely that our current officers and
directors will resign upon the completion of a business
combination.




Our
ability to successfully effect a business combination will be totally dependent
upon the efforts of our management. The future role of our management following
a business combination, however, cannot presently be fully ascertained. Although
we expect certain members of our management team to remain associated with us
following a business combination, it is unlikely that our entire management team
will be able to remain with the combined company after the completion of a
business combination. Thus, we will likely employ other personnel following the
business combination. While we intend to closely scrutinize any additional
individuals we engage after a business combination, we cannot assure you that
our assessment of these individuals will prove to be correct. These individuals
may be unfamiliar with the requirements of operating a public company, as well
as U.S. securities laws, which could cause us to have to expend time and
resources helping them become familiar with such laws. This could be expensive
and time consuming and could lead to various regulatory issues which may
adversely affect our operations.




None of our
officers or directors has any previous experience in effecting a business
combination through a blank check company which could limit our ability to
complete a business combination.




None of
our officers, directors or special advisors has ever been associated with a
blank check company, other than Chandru Jagwani, as a special advisor and Dr.
Ranga Krishna, as an independent director. Accordingly, you may not have
sufficient information with which to evaluate the ability of our management team
to identify and complete a business combination using the proceeds of the
Offering. Our management’s lack of experience in operating a blank check company
could limit our ability to complete a business combination and could result in
our having to liquidate the trust account.




Our
officers, directors and special advisors are and may in the future become
affiliated with entities engaged in business activities similar to those
intended to be conducted by us and, accordingly, may have conflicts of interest
in determining to which entity a particular business opportunity should be
presented.




Our
officers, directors and special advisors are, or may in the future become,
affiliated with entities, including other blank check companies, engaged in
business activities similar to those intended to be conducted by us.
Additionally, our officers, directors and special advisors may become aware of
business opportunities that may be appropriate for presentation to us as well as
the other entities with which they are or may be affiliated. Our officers,
directors and special advisors involved in businesses similar to what we may
intend to conduct following a business combination may have fiduciary or
contractual obligations to present opportunities to those entities first. We
cannot assure you that any such conflicts will be resolved in our
favor.




8




Because
certain of our officers and directors currently directly or indirectly own
shares of our common stock that will not participate in liquidating
distributions, they may have a conflict of interest in determining whether a
particular target business is appropriate for a business
combination.




Certain
of our officers and directors either directly or indirectly own shares of our
common stock and the private warrants. None of these persons will have the right
to receive distributions from the funds held in a trust account with respect to
the founding shares or the private warrants upon our dissolution and liquidation
in the event we fail to complete a business combination, and they would lose
their entire investment in us were this to occur. Therefore, the personal and
financial interests of our officers and directors may influence their motivation
in identifying and selecting target businesses and completing a business
combination in a timely manner. This may result in a conflict of interest when
determining whether the terms, conditions and timing of a particular business
combination are appropriate and in our public stockholders’ best
interest.




Our
officers and directors may allocate their time to other businesses, thereby
causing conflicts of interest in their determination as to how much time to
devote to our affairs. This could have a negative impact on our ability to
complete a business combination.




Our
officers and directors are not required to commit their full time to our
affairs, which may result in a conflict of interest in allocating their time
between our operations and other businesses. We do not intend to have any full
time employees prior to the completion of a business combination. All of our
executive officers are engaged in several other business endeavors, and are not
obligated to contribute any specific number of hours per week to our affairs. If
our executive officers’ other business affairs require them to devote more
substantial amounts of time to such affairs, it could limit their ability to
devote time to our affairs and could have a negative impact on our ability to
complete a business combination. We cannot assure you that these conflicts will
be resolved in our favor.




Our
officers’, directors’ and special advisors’ interests in obtaining reimbursement
for any out-of-pocket expenses incurred by them may lead to a conflict of
interest in determining whether a particular target business is appropriate for
a business combination and in the public stockholders’ best
interest.




Our
officers, directors and special advisors will not receive reimbursement for any
out-of-pocket expenses incurred by them to the extent that such expenses exceed
the amount of available proceeds not deposited in the trust fund and the amount
of interest income from the trust account, net of taxes on such interest, of up
to a maximum of $800,000, which may be released to us, unless the business
combination is completed. These amounts are based on management’s estimates of
the funds needed to fund our operations for the next 24 months and complete a
business combination. Those estimates may prove to be inaccurate, especially if
a portion of the available proceeds is used to make a down payment in connection
with the business combination or pay exclusivity or similar fees or if we expend
a significant portion in pursuit of an acquisition that is not completed. The
financial interest of our directors and officers could influence their
motivation in selecting a target business or negotiating with a target business
in connection with a proposed business combination and, thus, there may be a
conflict of interest when determining whether a particular business combination
is in the public stockholders’ best interest.




It
is probable that our initial business combination will be with a single target
business, which may cause us to be solely dependent on a single business and a
limited number of services.




Our
initial business combination must be with a business or businesses with a
collective fair market value of at least 80% of our net assets (excluding
deferred underwriting discounts and commissions payable to the representatives
of $1,372,500, at the time of such acquisition. We may not be able to acquire
more than one target business because of various factors, including possible
complex accounting issues, which would include generating pro forma financial
statements reflecting the operations of several target businesses as if they had
been combined, and numerous logistical issues, which could include attempting to
coordinate the timing of negotiations, proxy statement disclosure and closings
with multiple target businesses. In addition, we would also be exposed to the
risk that conditions to closings with respect to the acquisition of one or more
of the target businesses would not be satisfied bringing the fair market value
of the initial business combination below the required fair market value of 80%
of our net assets threshold. Accordingly, while it is possible that we may
attempt to effect our initial business combination with more than one target
business, we are more likely to choose a single target business if deciding
between one target business meeting such 80% threshold and comparable multiple
target business candidates collectively meeting the 80% threshold. Consequently,
it is probable that, unless the purchase price consists substantially of our
equity, we will have the ability to complete only the initial business
combination with the proceeds of the Offering. Accordingly, the prospects for
our success may be:





9




·
            solely
      dependent upon the performance of a single business,
  or


·
            dependent
      upon the development or market acceptance of a single or limited number of
      services.




In this
case, we will not be able to diversify our operations or benefit from the
possible spreading of risks or offsetting of losses, unlike other entities which
may have the resources to complete several business combinations in different
industries or different areas of a single industry. Further, the prospects for
our success may be entirely dependent upon the future performance of the initial
target business or businesses that we acquire.




Because
of our limited resources and the significant competition for business
combination opportunities, we may not be able to complete an attractive business
combination.




We expect
to encounter intense competition from other entities having a business objective
similar to ours, including venture capital funds, leveraged buyout funds and
operating businesses competing for acquisitions. Many of these entities are well
established and have extensive experience in identifying and effecting business
combinations directly or through affiliates. Many of these competitors possess
greater technical, human and other resources than we do, and our financial
resources will be relatively limited when contrasted with those of many of these
competitors. While we believe that there are numerous potential target
businesses that we could acquire with the net proceeds of the Offering, our
ability to compete in acquiring certain sizable target businesses will be
limited by our available financial resources. This inherent competitive
limitation gives others an advantage in pursuing the acquisition of certain
target businesses. Further:




·
            our
      obligation to seek stockholder approval of a business combination may
      materially delay the completion of a
  transaction;


·
            our
      obligation to convert into cash the shares of common stock in certain
      instances may materially reduce the resources available for a business
      combination; and


·
            our
      outstanding warrants and the future dilution they potentially represent
      may not be viewed favorably by certain target
  businesses.




Any of
these obligations may place us at a material competitive disadvantage in
successfully negotiating a business combination, particularly against a
competitor that does not need stockholder approval. Because of these factors, we
may not be able to successfully compete for an attractive business combination,
or to effectuate any business combination within the required time periods. If
we do not find a suitable target business within such time periods, we will be
forced to liquidate.





A
significant portion of our working capital could be expended in pursuing
acquisitions that are not completed.




We expect
that the investigation of each specific target business and the negotiation,
drafting and execution of relevant agreements, disclosure documents and other
instruments will require substantial management time and attention and
substantial costs for accountants, attorneys and others. In addition, we may opt
to make down payments or pay exclusivity or other fees in connection with
structuring and negotiating a business combination. If a decision is made not to
complete a specific business combination, the costs incurred up to that point
for the proposed transaction, potentially including down payments or exclusivity
or similar fees, would not be recoverable. Furthermore, even if an agreement is
reached relating to a specific target business, we may fail to complete the
transaction for any number of reasons, including those beyond our control such
as that 20% or more of our public stockholders vote against the transaction and
exercise their conversion rights even though a majority of our public
stockholders approve the transaction. Any such event will result in a loss to us
of the related costs incurred, which could materially adversely affect
subsequent attempts to locate and acquire or merge with another
business.




10




We
will dissolve and liquidate if we do not consummate a business combination and
our stockholders may be held liable for claims by third parties against us to
the extent of distributions received by them.




We have
entered into a binding letter of intent. However, in the event that we
cannot successfully consummate the business combination, we will have to
dissolve and liquidate. Under Sections 280 through 282 of the Delaware General
Corporation Law, stockholders may be held liable for claims by third parties
against a corporation to the extent of distributions received by them in a
dissolution. If a corporation complies with certain procedures intended to
ensure that it makes reasonable provision for all claims against it, including a
60-day notice period during which any third-party claims can be brought against
the corporation, a 90-day period during which the corporation may reject any
claims brought, and an additional 150-day waiting period before any liquidating
distributions are made to stockholders, any liability of stockholders with
respect to a liquidating distribution is limited to the lesser of such
stockholder’s pro rata share of the claim or the amount distributed to the
stockholder, and any liability of the stockholder would be barred after the
third anniversary of the dissolution. Although we will seek stockholder approval
to liquidate the trust account to our public stockholders as part of our plan of
dissolution and liquidation, we do not intend to comply with those procedures.
In the event that our board of directors recommends and the stockholders approve
a plan of dissolution and liquidation where it is subsequently determined that
the reserve for claims and liabilities was insufficient, stockholders who
received a return of funds could be liable for claims made by creditors. As
such, our stockholders could potentially be liable for any claims to the extent
of distributions received by them in a dissolution and any such liability of our
stockholders will likely extend beyond the third anniversary of such
dissolution. Accordingly, we cannot assure you that third parties will not seek
to recover from our stockholders amounts owed to them by us.




Risks Associated with Proposed
Investment Sector




There
is intense competition in the market for outsourcing services.




We
believe that the principal competitive factors in business services markets are
price, service quality, sales and marketing skills, and industry expertise.
Certain factors may affect the competitive landscape in the outsourcing
industry, including divestitures and acquisitions that result in consolidation
within the industry. In addition, we may face competition from a client’s own
in-house group. We will also face competition from onshore and offshore business
process outsourcing and information technology services companies. In addition,
the trend toward offshore outsourcing, international expansion by foreign and
domestic competitors and continuing technological changes will result in new and
different competitors entering our markets. These competitors may include
entrants from the communications, software and data networking industries or
entrants in geographic locations with lower costs than those in which we intend
to operate.




Some of
these competitors will have greater financial, human and other resources, longer
operating histories, greater technological expertise, more recognizable brand
names and more established relationships in the industries that we currently
intend to serve or may serve in the future. In addition, some of our potential
competitors may enter into strategic or commercial relationships among
themselves or with larger, more established companies in order to increase their
ability to address client needs, or enter into similar arrangements with
potential clients. Increased competition, our inability to compete successfully
against competitors, or pricing pressures could harm our business.




Upon
a business combination, our business may not develop in ways that we currently
anticipate due to negative public reaction to offshore outsourcing.




Our
business strategy is based on certain assumptions regarding our industry. The
trend to outsource business services, however, may not continue and could
reverse. In particular, offshore outsourcing is a politically sensitive topic in
the United States, Europe and elsewhere. For example, many organizations and
public figures in the United States and the U.K. have publicly expressed concern
about a perceived association between offshore outsourcing providers and the
loss of jobs in their home countries.





Wage
pressures in our proposed offshore destinations may prevent target businesses
from sustaining a competitive advantage and may reduce their profit
margins.




Wage
costs in offshore locations such as India, China, Malaysia and the Philippines
have historically been significantly lower than wage costs in the United States
for comparably skilled professionals, which we expect will be one of the
competitive strengths of offshoring the business services operations of a target
business. However, if, following a business combination, wages for skilled
professionals increase in the country in which we have established a business
services facility, we may not be able to sustain this competitive advantage,
which could negatively affect profit margins.




11




The
international nature of our proposed business will expose us to several
risks, such as significant currency fluctuations and unexpected changes in the
regulatory requirements of multiple jurisdictions.




We intend
to have operations in offshore countries, such as India, and we intend to
service clients across North America and Europe. Our corporate structure may
span multiple jurisdictions. As a result, we will be exposed to risks typically
associated with conducting business internationally, many of which are beyond
our control. These risks include:




·
            significant
      currency fluctuations;


·
            legal
      uncertainty owing to the overlap of different legal regimes, and problems
      in asserting contractual or other rights across international
      borders;


·
            potentially
      adverse tax consequences, such as scrutiny of transfer pricing
      arrangements by authorities in the countries in which we
      operate;


·
            potential
      tariffs and other trade barriers;


·
            unexpected
      changes in regulatory requirements;


·
            the
      burden and expense of complying with the laws and regulations of various
      jurisdictions; and


·
            terrorist
      attacks and other acts of violence or
war.




Foreign
currency fluctuations could adversely affect our ability to achieve our business
objective.




Because
our business objective is to achieve operational and productivity improvements,
which would include leveraging delivery capabilities at offshore locations such
as India, changes in the U.S. dollar—Indian rupee exchange rate may affect our
ability to achieve such objective. The exchange rate between the Indian rupee
and the U.S. dollar has changed substantially in the last two decades and may
fluctuate substantially in the future. If the U.S. dollar declines in value
against the Indian rupee, our business model will be more expensive and
therefore more difficult to accomplish.




Investors
may have difficulty enforcing judgments against our management or our target
business.




After the
consummation of a business combination, it is likely that some of our assets
will be located outside of the United States and some of our officers and
directors may reside outside of the United States. As a result, it may not be
possible for investors in the United States to enforce their legal rights, to
effect service of process upon our directors or officers or to enforce judgments
of U.S. courts predicated upon civil liabilities and criminal penalties of our
directors and officers under federal securities laws. Moreover, we have been
advised that India does not have a treaty providing for the reciprocal
recognition and enforcement of judgments of courts with the United
States.





Our
future revenue will be highly dependent on a few industries and any decrease in
demand for outsourced services in these industries could reduce our future
revenue and seriously harm our business.




We intend
to operate within concentrated industries. Following a business combination, our
business and growth will depend on continued demand for our services from
clients in these industries and other industries that we may target in the
future, as well as on trends in these industries to outsource business
processes. A downturn in any of our targeted industries, a slowdown or reversal
of the trend to outsource business processes in any of these industries or the
introduction of regulation which restricts or discourages companies from
outsourcing could result in a decrease in the demand for our proposed services
and adversely affect our future results of operations.




Other
developments may also lead to a decline in the demand for services in our
proposed industries. For example, consolidation in any of these industries or
acquisitions may decrease the potential number of buyers of business services.
Any significant reduction in or the elimination of the use of business services
within any of our proposed industries would result in reduced revenue and harm
our future business.




Business service providers often
encounter long sales and implementation cycles and require significant resource
commitments by us and our clients, which they may be unwilling or unable
to make.




Providing
business services involves significant resource commitments by us and our
clients. Potential clients require that we expend substantial time and money
educating them as to the value of our services and assessing the feasibility of
integrating our systems and processes with theirs. Decisions relating to
engaging business service providers generally involve the evaluation of the
service by our clients’ senior management and a significant number of client
personnel in various functional areas, each having specific and often
conflicting requirements. We may expend significant funds and management
resources during the sales cycle and ultimately the potential client may not
engage our services. Our sales cycle for all of our services is subject to
significant risks and delays over which we have little or no control,
including:





12




·
            potential
      clients’ alternatives to our services, including their willingness to
      replace their internal solutions or existing
  vendors;


·
            potential
      clients’ budgetary constraints, and the timing of our clients’ budget
      cycles and approval process;


·
            potential
      clients’ willingness to expend the time and resources necessary to
      integrate their systems with our systems and network;
  and


·
            the
      timing and expiration of potential clients’ current outsourcing agreements
      for similar services.




If we are
unsuccessful in closing sales after expending significant funds and management
resources, or if we experience delays in the sales cycle, it could have a
negative impact on our revenues and margins. The sales and implementation
process occupies important personnel resources that could otherwise be assisting
other new clients. Moreover, after being engaged by a client after the sales
process, it frequently takes an additional period of time to integrate the
client’s systems with ours, and to thereafter ramp-up our services to the
client’s requirements.




Unauthorized
disclosure of sensitive or confidential client and customer data, whether
through breach of our computer systems or otherwise, could expose us to
protracted and costly litigation and cause us to lose clients.




Business
service providers sometimes are required to collect and store sensitive data in
connection with their services, including names, addresses, social security
numbers, credit card account numbers, checking and savings account numbers and
payment history records, such as account closures and returned checks. If any
person, including any of our employees, penetrates our network security or
otherwise misappropriates any sensitive data that we may have, we could be
subject to liability for breaching contractual confidentiality provisions or
privacy laws. Penetration of the network security of our data centers could have
a negative impact on our reputation and could lead our present and potential
clients to choose other service providers.




Our
revenues may be highly dependent on a limited number of major clients and any
loss of business from major clients would reduce our revenues and
growth.




Some
business services companies derive a substantial portion of their revenues from
a limited number of customers. If we fail to renew or extend contracts with
major clients, or if these contracts are terminated for cause or convenience,
these clients will have no further obligation to purchase services from us. The
loss of, or any significant decline in business from, one or more major clients
could lead to a significant decline in revenues and operating margins,
particularly if we are unable to make corresponding reductions in our expenses
in the event of any such loss or decline. We may not be able to retain a target
business’ major clients following a business combination if we were to lose any
of a target business’ major clients, we may not be able to timely replace the
revenue generated by the lost clients. In addition, the revenue we generate from
major clients may decline or grow at a slower rate in future periods than
it has in the past. If we lose any major clients, or if they reduce the volume
of services contracted from us, we may suffer from the costs of underutilized
capacity because of our inability to eliminate all of the costs associated with
conducting business with them, which could exacerbate the harm that any such
loss or reduction would have on our operating results and financial
condition.





Our
clients may adopt technologies that decrease the demand for our services, which
could reduce our revenues and threaten our ability to compete.




The
target business we acquire will depend on its customers continued need for its
services, especially major clients who generate the substantial majority of its
revenues. However, over time, clients may adopt new technologies that streamline
or automate business processes. The adoption of such technologies could reduce
the demand for our services, pressure our pricing, cause a reduction in our
revenues and threaten our ability to compete.




We
may fail to attract and retain enough sufficiently trained employees to support
our operations, as competition for highly skilled personnel is intense and we
experience significant employee attrition. These factors could have a material
adverse effect on our business, results of operations, financial condition and
cash flows.




The
business services outsourcing industry relies on large numbers of skilled
employees, and, following a business combination, our success will depend to a
significant extent on our ability to attract, hire, train and retain qualified
employees. The business services outsourcing industry experiences high employee
attrition. For example, there is significant competition in India for
professionals with the skills necessary to perform the services we intend to
offer. Following a business combination, increased competition for these
professionals, in the business services outsourcing industry or otherwise, could
have an adverse effect on us. A significant increase in the attrition rate among
employees with specialized skills could decrease our operating efficiency and
productivity and could lead to a decline in demand for the services we intend to
provide.




13




In
addition, our ability to maintain and renew then-existing engagements and obtain
new businesses will depend, in large part, on our ability to attract, train and
retain personnel with skills that enable us to keep pace with growing demands
for outsourcing, evolving industry standards and changing client preferences.
Our failure either to attract, train and retain personnel with the
qualifications necessary to fulfill the needs of our future clients or to
assimilate new employees successfully could have a material adverse effect on
our business, results of operations, financial condition and cash
flows.




An
acquired business’ operations may suffer from telecommunications or technology
failure, disruptions or increased costs.




Target
businesses may be highly dependent on their computer and telecommunications
equipment and software systems. They may need to record and process significant
amounts of data quickly and accurately to access, maintain and expand the
databases used for the provision of business services. They may also be
dependent on the continuous availability of voice and electronic communication
with customers. A target business may experience an interruption of its
telecommunications network as a result of errors by technology suppliers,
clients or third parties, or electronic or physical attacks by persons seeking
to disrupt its operations. Equally, a target business may suffer the temporary
or permanent loss of telecommunications equipment and software systems through
casualty or operating malfunction. Any such failure could result in business
disruptions and impede a target business’ ability to provide services to its
clients. A significant interruption of service could damage a target business’
reputation and, ultimately, result in the loss of clients.




New
technologies or processes may be adopted which could reduce target businesses’
revenues, increase costs and/or threaten their ability to compete.




New
technologies or processes may be introduced by competitors that streamline or
automate business processes in a manner that a target business may not have the
resources to replicate. The adoption of such technologies could reduce the
demand for target businesses’ services, place pressure on pricing, cause a
reduction in their revenues and/or threaten their ability to
compete.




Target
businesses may experience negative reactions from clients as a result of the
actual or perceived disruption caused by the offshoring of their business
services operations.




Any
transfer of business operations to facilities in a foreign country will involve
a number of logistical and technical challenges, which may result in the
interruption of services to clients. A target business may encounter
complications associated with the set-up and operation of business systems and
computing equipment in an offshore facility, in particular where a new facility
is commissioned. In addition, a target business may encounter complications in
the restructuring of management and reporting lines as a result of the
offshoring process. A target business may experience negative reactions from
clients as a result of these actual or perceived disruptions. Furthermore, such
disruptions may result in financial or other damages to a target business’
clients, for which it could incur claims and liabilities.





Political,
economic, social and other factors in India may adversely affect our ability to
achieve our business objective.




Since
mid-1991, India has made significant progress in implementing economic
structural reforms with respect to exchange and trade policies, reduction in
fiscal deficit, controlling inflation, promotion of a sound monetary policy,
financial sector reforms, strong and independent regulatory framework in a
number of key sectors and greater reliance on market mechanisms to direct
economic activity. Significant progress has been made in terms of promotion of
foreign investment in key areas of the economy and further development of, and
relaxation of restrictions in, the private sector. While the government’s
policies have resulted in improved economic performance, there can be no
assurance that the economic progress and growth will be sustained. Moreover,
there can be no assurance that these economic reforms will persist, and that any
newly elected government will continue the program of economic liberalization of
previous governments. Any change may adversely affect Indian laws and policies
with respect to foreign investment and currency exchange. Such changes in
economic policies could negatively affect the general business and economic
conditions in India, which could in turn affect us and our ability to achieve
our business objective.




14




If
political relations between the United States and India weaken, it could make a
target business’ operations less attractive.




Although
the relationship between the United States and India is considered to have
strengthened, we cannot assure you that this will be continued by new
governments in respective countries. Changes in domestic political conditions in
the United States and India may have an adverse impact on the state of India-US
relations and are difficult to predict. This could adversely affect our future
operations or cause potential target businesses to become less attractive,
possibly due to restrictions on having a offshore business model and may hence
lead to a decline in our profitability. Any weakening of relations between the
two countries could thus have a material adverse effect on our operations after
a successful completion of a business combination.




Item
1B.                 UNRESOLVED STAFF
COMMENTS.




None.




Item 2.  PROPERTIES.




We do not
own any real estate or other physical property. Our headquarters are located at
445 Fifth Avenue, Suite 30H, New York, New York 10016. We intend to also have
offices in New Delhi, India. The cost of both offices is included in the monthly
fee of $7,500 that Lotus Capital LLC will charge us for rent and general and
administrative services pursuant to a letter agreement between us and Lotus
Capital LLC. We believe that our office facilities are suitable and adequate for
our business as it is presently conducted.




Item
3.              LEGAL
PROCEEDINGS.




On
February 6, 2009, Opportunity Partners L.P. filed a petition against TransTech
in the Court of Chancery of the State of Delaware seeking to compel TransTech to
hold an annual meeting of stockholders for the election of directors pursuant to
Section 211(c) of the General Corporation Law of the State of Delaware on the
grounds that more than thirteen months have elapsed since the organization of
TransTech, it last annual meeting or the last action by written consent in lieu
of an annual meeting.  The parties have agreed to a briefing schedule,
and the matter is set to go to trial on April 8, 2009.  There may be
other similar lawsuits brought by other stockholders of TransTech.





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




None.




15




PART
II.




Item 5.  MARKET FOR REGISTRANT’S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES.




Our
units, common stock and warrants are traded on the Over the Counter Bulletin
Board under “TTSPU”,
“TTSPJ” and “TTSPW” respectively. The
following table sets forth the range of high and low sales prices for the units,
common stock and warrants for the periods indicated since the units, warrants
and common stock commenced public trading on May 30,
2007.




The
following table sets forth the range of high and low bids of the Company’s common
stock for the




Units
                      
                      
                      Common Stock
                      
                      
                      WarrantsHigh
                      
                      
                      Low
                      
                      
                      High
                      
                      
                      Low
                      
                      
                      High
                      
                      
                      Low2007:Second
      Quarter
                      
                      $
                      8.32
                      
                      
                      $
                      8.00
                      
                      
                      $
                      7.35
                      
                      
                      $
                      7.32
                      
                      
                      $
                      1.02
                      
                      
                      $
                      0.95Third
      Quarter
                      
                      $
                      8.28
                      
                      
                      $
                      7.92
                      
                      
                      $
                      7.35
                      
                      
                      $
                      7.18
                      
                      
                      $
                      1.02
                      
                      
                      $
                      0.74Fourth
      Quarter
                      
                      $
                      8.65
                      
                      
                      $
                      8.05
                      
                      
                      $
                      7.60
                      
                      
                      $
                      7.25
                      
                      
                      $
                      0.87
                      
                      
                      $
                      0.752008:First
      Quarter
                      
                      $
                      8.10
                      
                      
                      $
                      7.70
                      
                      
                      $
                      7.45
                      
                      
                      $
                      7.32
                      
                      
                      $
                      0.72
                      
                      
                      $
                      0.24Second
      Quarter
                      
                      $
                      7.85
                      
                      
                      $
                      7.61
                      
                      
                      $
                      7.65
                      
                      
                      $
                      7.38
                      
                      
                      $
                      0.29
                      
                      
                      $
                      0.25Third
      Quarter
                      
                      $
                      7.85
                      
                      
                      $
                      7.60
                      
                      
                      $
                      7.70
                      
                      
                      $
                      7.50
                      
                      
                      $
                      0.23
                      
                      
                      $
                      0.12Fourth
      Quarter
                      
                      $
                      7.50
                      
                      
                      $
                      7.17
                      
                      
                      $
                      7.55
                      
                      
                      $
                      7.10
                      
                      
                      $
                      0.15
                      
                      
                      $
                      0.032009:First
      Quarter
                      
                      $
                      8.10
                      
                      
                      $
                      7.17
                      
                      
                      $
                      7.79
                      
                      
                      $
                      7.45
                      
                      
                      $
                      0.12
                      
                      
                      $
                      0.02




Holders
of Record




As of
March 31, 2009, there were of record, 11 holders of our common stock, 2 holders
of warrants and 1 of unit.




Dividend
Policy




We have
not paid any dividends on our common stock to date and will not pay cash
dividends prior to the completion of a business combination. After we complete a
business combination, if ever, the payment of dividends will depend on our
revenues and earnings, if any, capital requirements and general financial
condition. The payment of dividends after a business combination will be within
the discretion of our then-board of directors. Our board currently intends to
retain any earnings for use in our business operations and, accordingly, we do
not anticipate the board declaring any dividends in the foreseeable
future.




Recent
Sales of Unregistered Securities and Use of Proceeds




On September 14, 2006,
we sold the following shares of common stock without registration under the
Securities Act of 1933, as amended:


Stockholders
                        
                        Number of
                          SharesTSP
      Ltd.
                        
                        
                        533,919Suresh
      Rajpal
                        
                        
                        255,405LM
      Singh
                        
                        
                        109,460Frederick
      Smithline
                        
                        
                        27,365Susan
      Smithline
                        
                        
                        27,365Pervez
      Ahmed
                        
                        
                        7,297Chandru
      Jagwani
                        
                        
                        43,784Lotus
      Capital LLC
                        
                        
                        72,973Canak
      Associates LLC
                        
                        
                        47,432




16




Such
shares were issued in connection with our organization pursuant to the exemption
from registration contained in Section 4(2) of the Securities Act as they were
sold to sophisticated, wealthy individuals or entities. The shares sold to the
individuals or entities above were sold at a purchase price of approximately
$0.022 per share.




Item
6.             SELECTED FINANCIAL
DATA.




The
following tables should be read in conjunction with our financial statements and
the notes thereto appearing elsewhere in this Annual Report on Form 10-K.
The selected financial data has been derived from our financial statements,
which have been audited by our independent registered public accounting firms,
as indicated in their report included elsewhere herein.





Year Ended
                      December31,2008
                    
                    
                    Year Ended
                      December31,2007Statement
      of Operations Data:Income
      from operations
                    
                    $
                    222,859
                    
                    
                    $
                    646,525Interest
      income
                    
                    
                    809,255
                    
                    
                    
                    955,642Net
      income
                    
                    
                    147,087
                    
                    
                    
                    438,786Earnings
      per share data:Weighted
      average number of shares outstanding, basic and diluted
                    
                    
                    6,300,000
                    
                    
                    
                    4,161,575Net
      income per share, basic and diluted
                    
                    $
                    0.02
                    
                    
                    $
                    0.11Other
      Financial Data:Net
      cash used in operating activities
                    
                    $
                    (868,927
                    )
                    
                    $
                    (356,137
                    )Cash
      contributed to trust fund
                    
                    
                    -
                    
                    
                    
                    (40,754,500
                    )Net
      proceeds from public offering allocable to stockholders' equity (excluding
      proceeds from 1,034,483 shares subject to conversion)
                    
                    
                    30,139,212
                    
                    
                    
                    30,139,212Portion
      of net proceeds from public offering allocable to Common Stock subject to
      conversion
                    
                    
                    7,872,416
                    
                    
                    
                    7,872,416





December 31,2008
                  
                  
                  December 31,2007Selected
      Balance Sheet Data:Cash
      and cash equivalents
                  
                  
                  303,814
                  
                  
                  
                  666,186Trust
      fund
                  
                  
                  41,157,785
                  
                  
                  
                  40,770,899Total
      assets
                  
                  
                  41,792,537
                  
                  
                  
                  41,573,585Common
      stock subject to conversion
                  
                  
                  7,872,416
                  
                  
                  
                  7,872,416Total
      stockholders' equity
                  
                  
                  32,144,648
                  
                  
                  
                  31,997,561





17





Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





Forward
Looking Statements




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




We were
formed on August 16, 2006 for the purpose of  acquiring, through a
merger, capital stock exchange, asset acquisition, stock purchase or other
similar business combination, one or more small to mid-market U.S. and/or
European based operating companies engaged in the delivery of Information
Technology and Information Technology Enabled Services, Business Process
Outsourcing and/or Knowledge Process Outsourcing, whose operations are
particularly suitable for operational and productivity improvements which would
include leveraging delivery centers located in offshore countries, such as
India.




On May 30, 2007, we
completed our initial public offering of 4,500,000 units at a price of $8.00 per
unit. We received proceeds of approximately $33 million from our initial public
offering, which was net of $2 million in underwriting fees and other expenses
paid in cash at the closing and deferred underwriting fees. The deferred portion
of the underwriting fees will be included in additional paid-in capital and will
only be paid upon our consummation of a business combination. Each unit consists
of one share of our common stock and one warrant. Additionally, on June 13,
2007, our underwriters exercised their option to purchase 675,000 Units to cover
over-allotments generating gross proceeds of $5.4 million, of which $5.2 million
was placed in the Trust Account, net of $0.2 million additional underwriting
fees.




For a
description of the proceeds generated in our IPO and a discussion of the use of
such proceeds, we refer you to Notes 1,2 and 5 of the financial statements
included in on this Form 10-K.




Results
of Operations




Net
income for the year ended December 31, 2008, of
$147,087 consisted of interest income on the Trust Fund investment of
$805,489  and interest on cash and cash equivalents of $3,766, offset
by general and administrative expenses of $586,396, which includes professional
fees, administrative fees and other operating expenses. A federal income tax
provision for the period of $75,772 has been recorded.




Net
income for the year ended December 31, 2007, of
$438,786 consisted of interest income on the Trust Fund investment of $951,594
and interest on cash and cash equivalents of $4,048, offset by general and
administrative expenses of $309,117, which includes professional fees,
administrative fees and other operating expenses. A federal income tax provision
for the period of $207,739 has been recorded.





Net
income for the period August 16, 2006
(inception) to December 31, 2008, of
$549,818 consisted of interest income on the Trust Fund investment of $1,757,083
and interest on cash and cash equivalents of $7,950, offset by general and
administrative expenses of $931,704 which includes professional fees,
administrative fees and other operating expenses and $5,500 in formation costs.
A federal income tax provision for the period of $283,511 has been
recorded.





Liquidity and Capital
Resources


Of
the gross proceeds from our IPO, including the exercise over an over allotment
option on June 12,
2007: (i) we deposited approximately $40.75 million into a trust account
at Morgan Stanley, maintained by Continental Stock Transfer & Trust Company,
as trustee, which amount included $1,430,000 that we received from the sale of
warrants to the Initial Stockholders in a private placement on May 22, 2007; (ii)
the underwriters received $2,898,000 as underwriting discount; (iii) we retained
$100,000 that will not be held in the trust account; and (iv) we used $872,679
for offering expenses.




Our
Initial Stockholders purchased an aggregate of 1,191,667 warrants (“Private Warrants”) in a
private placement, at a price of $1.20 per Private Warrant, for an aggregate of
$1,430,000 prior to the IPO. The proceeds deposited in the trust account (except
for $800,000 for working capital and taxes from interest earned on monies held
in the trust account) will not be released from the trust account until the
earlier of the consummation of a business combination or the expiration of the
time period during which we may consummate a business combination. The
proceeds held in the trust account may be used as consideration to pay the
sellers of an acquisition target with which we complete a business combination.
To the extent that our capital stock is used in whole or in part as
consideration to effect a business combination, the proceeds held in the trust
account will be used to finance the operations of the acquisition target. We may
also use the proceeds held in the trust account to pay a finder's fee to any
unaffiliated party that provides information regarding prospective targets to
us.




18




We have
entered into a binding LOI and have reasonably ascertained the capital
requirements for the particular transaction. However, if the net proceeds of the
Offering prove to be insufficient, due to the depletion of the available net
proceeds not held in trust (including interest earned on the trust account
released to us for working capital), or because we become obligated to convert
into cash a significant number of shares from dissenting stockholders, we may be
required to seek additional financing. We cannot assure you that such financing
would be available on acceptable terms, if at all. To the extent that additional
financing proves to be unavailable when needed, we may have to restructure the
transaction or dissolve and liquidate. In addition, if we complete the business
combination, we may require additional financing to fund the operations or
growth of the target business.




The
failure to secure additional financing could have a material adverse effect on
the continued development or growth of the target business. None of our
officers, directors or stockholders is required to provide any financing to us
in connection with or after a business combination. We will dissolve and
liquidate if we do not consummate a business combination and our stockholders
may be held liable for claims by third parties against us to the extent of
distributions received by them.




For the
year ended December
31, 2008, $156,555 of interest income was released to the Company from
the trust account for working capital and $350,000 for income tax obligations. A
nominal amount remains to be distributed from trust for working
capital





Off-Balance
Sheet Arrangements




Warrants
issued in conjunction with our initial public offering are equity linked
derivatives and accordingly represent off-balance sheet arrangements. The
warrants meet the scope exception in paragraph 11(a) of Financial Accounting
Standards (FAS) 133 and are accordingly not accounted for as derivatives for
purposes FAS 133, but instead are accounted for as equity. See Note 7 to the
financial statements for more information.




Contractual
Obligations and Commitments




The
Company has no off-balance sheet arrangements.





Item
7A.          QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK


None.





19




Item
8.             FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA





TRANSTECH
SERVICES PARTNERS INC.





INDEX
TO FINANCIAL STATEMENTS





PagesReports
      of Independent Registered Public Accounting Firms
                                      F-2Financial
      Statements:Balance Sheets,
      December
      31, 2008 and 2007
                                      F-4Statements
      of Operations, for the year ended December 31,
      2008, for the year ended December 31, 2007, and
      the period from August 16, 2006
      (inception) to December 31,
      2008
                                      F-5Statements
      of Stockholders’ Equity, from August 16, 2006
      (inception) to December 31,
      2008
                                      F-6Statements
      of Cash Flows, for the year ended December 31,
      2008, for the year ended December 31,
      2007, and the period from August 16, 2006
      (inception) to December 31,
      2008
                                      F-7Notes
      to Financial Statements
                                      F8-F15




F-1




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors


TransTech
Services Partners Inc.





We have
audited the statements of operations and cash flows of TransTech Services
Partners Inc. for the period from August 16, 2006 (inception) to December 31,
2006 (not separately presented herein) and the statement of stockholders’ equity
for the period from April 10, 2006 to December 31, 2006.  These
financial statements are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these
financial statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the results of operations and cash flows of TransTech
Services Partners Inc. for the period from August 16, 2006 (inception) to
December 31, 2006 in conformity with United States generally accepted accounting
principles.





GOLDSTEIN
GOLUB KESSLER LLP


New York,
New York





June 1,
2007


F-2


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders


TransTech
Services Partners Inc.





We have
audited the accompanying balance sheets of TransTech Services Partners Inc. (a
development stage company) (the “Company”) as of December 31, 2008 and 2007 and
the related statements of operations, stockholders’ equity and cash flows for
the years then ended and the amounts included in the cumulative columns in the
consolidated statements of operations and cash flows for the period from August
16, 2006 (inception) to December 31, 2008. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.  The
financial statements for the period from August 16, 2006 (inception) to December
31, 2006 were audited by other auditors and our opinion, insofar as it relates
to cumulative amounts included for such period is based solely on the report of
such auditors.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.





In our
opinion, based on our audits and the report of other auditors, the financial
statements referred to above present fairly, in all material respects, the
financial position of TransTech Services Partners Inc. as of December 31, 2008
and 2007, and the results of its operations and cash flows for the years then
ended, and for the amounts included in the cumulative columns in the statements
of operations and cash flows for the period from August 16, 2006 (inception)
to  December 31, 2008, in conformity with accounting principles
generally accepted in the United States.





We were
not engaged to examine management's assertion about the effectiveness of
TransTech Services Partners Inc.'s internal control over financial reporting as
of December 31, 2008 included in the “Management’s Report on Internal Control
Over Financial Reporting” and, accordingly, we do not express an opinion
thereon.





The
accompanying financial statements have been prepared assuming that TransTech
Services Partners Inc. will continue as a going concern.  As discussed in
Note 1 to the financial statements, TransTech Services Partners Inc. may face a
mandatory liquidation by May 23, 2009 if a business combination is not executed
and limited working capital, without including funds held in trust, as of
December 31, 2008, which raises substantial doubt about its ability to continue
as a going concern. Management's efforts to achieve a business combination and
fund its working capital are described in Notes 1 and 8. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





McGLADREY
& PULLEN, LLP


New York,
New York





March 31,
2009




F-3




TRANSTECH
SERVICES PARTNERS INC.





(a
corporation in the development stage)





BALANCE
SHEETS





December31,2008
                              
                              
                              December31,2007CURRENT
      ASSETS:Cash
      and cash equivalents
                              
                              $
                              303,814
                              
                              
                              $
                              666,186Investments
      held in Trust (Note 1)
                              
                              
                              41,157,785
                              
                              
                              
                              40,770,899Prepaid
      expenses
                              
                              
                              9,300
                              
                              
                              
                              31,646Total
      current assets
                              
                              
                              41,470,899
                              
                              
                              
                              41,468,731Deferred
      tax assets
                              
                              
                              321,638
                              
                              
                              
                              104,854TOTAL
      ASSETS
                              
                              $
                              41,792,537
                              
                              
                              $
                              41,573,585LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT
      LIABILITIES:Deferred
      underwriting fee (Note 5)
                              
                              $
                              1,372,500
                              
                              
                              $
                              1,372,500Deferred
      Interest
                              
                              
                              87,953
                              
                              
                              
                              -Accrued
      registration costs
                              
                              
                              -
                              
                              
                              
                              29,297Accrued
      expenses
                              
                              
                              174,488
                              
                              
                              
                              103,217Income
      taxes payable
                              
                              
                              140,532
                              
                              
                              
                              198,594Total
      current liabilities
                              
                              
                              1,775,473
                              
                              
                              
                              1,703,608COMMON
      STOCK SUBJECT TO POSSIBLE CONVERSION(1,034,483
      - shares at conversion value) (Note 1)
                              
                              
                              7,872,416
                              
                              
                              
                              7,872,416COMMITMENTS (Note
      5)STOCKHOLDERS'
      EQUITY:Preferred
      stock, par value $.0001 per share, 1,000,000 shares authorized, 0 shares
      issued
                              
                              
                              -Common
      stock, par value $.0001 per share, 20,918,920 shares
      authorized,6,300,000
      shares issued and outstanding (including 1,034,483 shares subject
      topossible
      conversion)
                              
                              
                              630
                              
                              
                              
                              630Additional
      paid-in capital
                              
                              
                              31,594,200
                              
                              
                              
                              31,594,200Earnings
      (Deficit) accumulated in the development stage
                              
                              
                              549,818
                              
                              
                              
                              402,731TOTAL
      STOCKHOLDERS' EQUITY (DEFICIENCY)
                              
                              
                              32,144,648
                              
                              
                              
                              31,997,561TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
                              
                              $
                              41,792,537
                              
                              
                              $
                              41,573,585





See notes
to financial statements.




F-4


TRANSTECH
SERVICES PARTNERS INC.
 (a
corporation in the development stage)
 
 STATEMENTS
OF OPERATIONS
 
 For the year
                        ended
                      
                      
                      For the year
                        ended
                      
                      
                      From August 16,
                        2006 (inception)
                        toDecember 31,
                        2008
                      
                      
                      December 31,
                        2007
                      
                      
                      December 31,
                        2008Revenue:Interest
      income
                      
                      $
                      3,766
                      
                      
                      $
                      4,048
                      
                      
                      $
                      7,950Interest
      income on Trust Fund
                      
                      
                      805,489
                      
                      
                      
                      951,594
                      
                      
                      
                      1,757,083Total
      revenue
                      
                      
                      809,255
                      
                      
                      
                      955,642
                      
                      
                      
                      1,765,033Operating
      expenses:General
      and administrative expenses
                      
                      
                      586,396
                      
                      
                      
                      309,117
                      
                      
                      
                      926,204Formation
      costs
                      
                      
                      -
                      
                      
                      
                      
                      
                      
                      
                      5,500Total
      operating expenses
                      
                      
                      (586,396
                      )
                      
                      
                      (309,117
                      )
                      
                      
                      (931,704
                      )Income
      before provision for income taxes
                      
                      
                      222,859
                      
                      
                      
                      646,525
                      
                      
                      
                      833,329Provision
      for income taxes
                      
                      
                      75,772
                      
                      
                      
                      207,739
                      
                      
                      
                      283,511Net
      income
                      
                      $
                      147,087
                      
                      
                      $
                      438,786
                      
                      
                      $
                      549,818Weighted average number of
      shares outstanding;basic and diluted
                      
                      
                      6,300,000
                      
                      
                      
                      4,161,575Net
      income per share, basic and diluted
                      
                      $
                      0.02
                      
                      
                      $
                      0.11
 
 See notes
to financial statements.
  F-5
  TRANSTECH
SERVICES PARTNERS INC.
 
 (a
corporation in the development stage)
 
 STATEMENTS
OF STOCKHOLDERS' EQUITY
 
 Common stock
                                                
                                                
                                                Additional
                                                  Paid-In
                                                
                                                
                                                Earnings
                                                  (Deficit)
                                                  Accumulated
                                                  in the
                                                  Development
                                                
                                                
                                                Total Stockholders'
                                                  EquityShares
                                                
                                                
                                                Amount
                                                
                                                
                                                Capital
                                                
                                                
                                                Stage
                                                
                                                
                                                (Deficiency)Issuance
      of Common Stockon
      September 13, 2006 at $0.022 pershare
      to initial stockholders
                                                
                                                
                                                1,125,000
                                                
                                                
                                                $
                                                112
                                                
                                                
                                                $
                                                24,888
                                                
                                                
                                                $
                                                (36,055
                                                )
                                                
                                                $
                                                (11,055
                                                )Balance,
      December 31, 2006
                                                
                                                
                                                1,125,000
                                                
                                                
                                                $
                                                112
                                                
                                                
                                                $
                                                24,888
                                                
                                                
                                                $
                                                (36,055
                                                )
                                                
                                                $
                                                (11,055
                                                )Proceeds
      from sale ofunderwriter's
      purchase option
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                100
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                100Proceeds
      from issuance of warrants
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                1,430,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                1,430,000Sale
      of 5,175,000 units through public offering and over-allotment net of
      underwriter's discount and offering expenses and
      excluding  $7,872,416 of proceeds allocable to 1,034,483 shares
      of common stock subject to possible conversion
                                                
                                                
                                                5,175,000
                                                
                                                
                                                
                                                518
                                                
                                                
                                                
                                                30,139,212
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                30,139,730Net
      income
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                438,786
                                                
                                                
                                                
                                                438,786Balance,
      December 31, 2007
                                                
                                                
                                                6,300,000
                                                
                                                
                                                
                                                630
                                                
                                                
                                                
                                                31,594,200
                                                
                                                
                                                $
                                                402,731
                                                
                                                
                                                
                                                31,997,561Net
      Income
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                147,087
                                                
                                                
                                                
                                                147,087Balance,
      December 31, 2008
                                                
                                                
                                                6,300,000
                                                
                                                
                                                
                                                630
                                                
                                                
                                                
                                                31,594,200
                                                
                                                
                                                
                                                549,818
                                                
                                                
                                                
                                                32,144,648
 
 See notes
to condensed financial statements
  F-6
 
 TRANSTECH
SERVICES PARTNERS INC.
 (a
corporation in the development stage)
 STATEMENTS
OF CASH FLOWS
 For the year
                            ended
                            December
                            31, 2008
                          
                          
                          For the year
                            ended
                            December
                            31,
      2007
                          
                          
                          From inception
                            (August 16,
                            2006) to
                            December 31,
                            2008OPERATING
      ACTIVITIESNet
      income
                          
                          $
                          147,087
                          
                          
                          $
                          438,786
                          
                          
                          $
                          549,818Adjustments
      to reconcile net income to net cash used in operating
      activities:Interest
      earned on investment held in trust
                          
                          
                          (893,442
                          )
                          
                          
                          (951,594
                          )
                          
                          
                          (1,845,036
                          )Changes
      in operating assets and liabilities:Prepaid
      expenses
                          
                          
                          22,346
                          
                          
                          
                          (31,646
                          )
                          
                          
                          (9,300
                          )Deferred
      tax assets
                          
                          
                          (216,784
                          )
                          
                          
                          (104,854
                          )
                          
                          
                          (321,638
                          )Accrued
      expenses
                          
                          
                          71,272
                          
                          
                          
                          96,056
                          
                          
                          
                          174,489Accrued
      interest on notes payable to initial stockholders
                          
                          
                          -
                          
                          
                          
                          (1,479
                          )
                          
                          
                          -Income
      taxes payable
                          
                          
                          (58,062
                          )
                          
                          
                          198,594
                          
                          
                          
                          140,532Deferred
      Interest
                          
                          
                          87,953
                          
                          
                          
                          -
                          
                          
                          
                          87,953Accrued
      registration Cost
                          
                          
                          (29,297
                          )
                          
                          
                          -
                          
                          
                          
                          (29,297
                          )Net
      cash used in operating activities
                          
                          
                          (868,927
                          )
                          
                          
                          (356,137
                          )
                          
                          
                          (1,252,478
                          )INVESTING
      ACTIVITIESPurchases
      of investments held in Trust Fund
                          
                          
                          -
                          
                          
                          
                          (40,754,500
                          )
                          
                          
                          (40,754,500
                          )Disbursements
      from  Trust Fund
                          
                          
                          506,555
                          
                          
                          
                          935,195
                          
                          
                          
                          1,441,750Net
      cash used in investing activities
                          
                          
                          506,555
                          
                          
                          
                          (39,819,305
                          )
                          
                          
                          (39,312,750
                          )FINANCING
      ACTIVITIESProceeds
      from issuance of common stock to initial stockholders
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          25,000Advances
      from affiliate
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          34,052Payment
      of advances from affiliate
                          
                          
                          -
                          
                          
                          
                          (34,052
                          )
                          
                          
                          (34,052
                          )Proceeds
      from notes payable to initial stockholders
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          125,000Payment
      of notes payable to initial stockholders
                          
                          
                          -
                          
                          
                          
                          (125,000
                          
                          
                          
                          (125,000
                          )Proceeds
      from public offering
                          
                          
                          -
                          
                          
                          
                          36,000,000
                          
                          
                          
                          36,000,000Proceeds
      from underwriters' over-allotment exercise
                          
                          
                          -
                          
                          
                          
                          5,400,000
                          
                          
                          
                          5,400,000Proceeds
      from issuance of insider warrants
                          
                          
                          -
                          
                          
                          
                          1,430,000
                          
                          
                          
                          1,430,000Proceeds
      from purchase of underwriter's purchase option
                          
                          
                          -
                          
                          
                          
                          100
                          
                          
                          
                          100Payment
      of registration costs
                          
                          
                          -
                          
                          
                          
                          (1,892,006
                          )
                          
                          
                          (1,986,058
                          )Net
      cash provided by financing activities
                          
                          
                          -
                          
                          
                          
                          40,779,042
                          
                          
                          
                          40,869,042Net
      increase in cash and cash equivalents
                          
                          
                          (362,372
                          )
                          
                          
                          603,600
                          
                          
                          
                          303,814Cash
      and Cash EquivalentsBeginning
      of period
                          
                          
                          666,186
                          
                          
                          
                          62,586
                          
                          
                          
                          -End
      of period
                          
                          $
                          303,814
                          
                          
                          $
                          666,186
                          
                          
                          $
                          303,814Supplemental
      disclosure of non-cash financing activitiesCash
      paid for income taxes applicable for current year
                          
                          $
                          350,618
                          
                          
                          $
                          114,000
                          
                          
                          $
                          464,618Accrued
      registration costs
                          
                          
                          -
                          
                          
                          $
                          29,297
                          
                          
                          $
                          29,297Accrual
      of deferred underwriting fees
                          
                          
                          
                          
                          
                          $
                          1,372,500
                          
                          
                          $
                          1,372,500
 
 See notes
to condensed financial statements.
  F-7
 
 TRANSTECH
SERVICES PARTNERS INC.
 
 (a
corporation in the development stage)
 
 NOTES TO FINANCIAL
STATEMENTS
 
 Note 1—Discussion ofthe Company'sActivities
 
 Organization and activities-
TransTech Services Partners Inc. (the “Company”) was incorporated
in Delaware on August 16, 2006
for the purpose of  acquiring, through a merger, capital stock exchange,
asset acquisition, stock purchase or other similar business combination (a “Business Combination”), one
or more small to mid-market U.S. and/or European based operating companies
engaged in the delivery of Information Technology and Information Technology
Enabled Services, Business Process Outsourcing and/or Knowledge Process
Outsourcing, whose operations are particularly suitable for operational and
productivity improvements which would include leveraging delivery centers
located in offshore countries, such as India (a “Target
Business”).
 
 There is
substantial doubt about the Company’s ability to continue as a going concern due
to the requirement that the Company completes a business combination by May 23,
2009 or it will be forced to liquidate and limited working capital, without
including funds held in trust, as of December 31, 2008. The Company plans to
address these matters by making efforts to complete a business combination by
May 23, 2009 and has entered into a binding letter of intent with Global Hi-Tech
Industries Limited (“GHIL”), which is subject to stockholder approval as
discussed in Note 8 – Subsequent Events. The Company plans to meet its working
capital requirements by making efforts to raise bridge financing and negotiate
payment terms with vendors, as may be necessary. There is no assurance that
the Company will complete a business combination by May 23, 2009 or be
successful in raising bridge financing.  The accompanying financial
statements do not include any adjustments that may result from the outcome of
this uncertainty.
 
 The
Company is considered to be a development stage company and as such the
financial statements presented herein are presented in accordance with Statement
of Financial Accounting Standards (“SFAS”)
No. 7.
 
 The
registration statement for the Company's initial
public offering (“Offering”) was declared
effective on May 23,
2007. The
Company consummated the Offering on May 30, 2007 for net
proceeds of approximately $33 million. On June 13, 2007 the
Company's underwriters' exercised their over-allotment option for net proceeds
of approximately $5.2 million. The Company's
management intends to apply substantially all of the net proceeds of the
Offering toward consummating a Business Combination. The initial Target Business
must have a fair market value equal to at least 80% of our net assets (excluding
the amount held in the trust account representing a portion of the underwriters'
deferred discount (Note 5)) at the time of such acquisition. However, there is
no assurance that the
Company will be able to successfully effect a Business
Combination.
 
 Management
has agreed that approximately $7.88 per Unit sold in the Offering will be held
in a trust account (“Trust
Account”) and invested in permitted United States government securities,
of which, $0.27 per Unit will be paid to the underwriter upon the consummation
of a Business Combination pro-rata with respect to those shares which
stockholders do not exercise their conversion rights. The placing of funds in
the Trust Account may not protect those funds from third party claims against
the Company.
Although the
Company will seek to have all vendors, prospective acquisition targets or
other entities it engages, execute agreements with the Company 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 they will execute such agreements.
Approximately $800,000 of after tax interest earned on the monies held in the
Trust Account and $100,000 transferred to the Company at the
close of the Offering may be used to pay for due diligence of prospective Target
Businesses, legal and accounting fees relating to Securities and Exchange
Commission (“SEC”)
reporting obligations and working capital to cover miscellaneous expenses,
director and officer insurance and reserves. As of December 31, 2008, the
Company has nominal working capital to be withdrawn from Trust.
  F-8
  The
Company, after signing a definitive agreement for a Business Combination, is
obliged to submit such transaction for approval by a majority of the public
stockholders of the
Company. Stockholders that vote against such proposed Business
Combination and exercise their conversion rights are, under certain conditions
described below, entitled to convert their shares into a pro-rata distribution
from the Trust Account (the “Conversion Right”). The
actual per-share conversion price will be equal to the amount in the Trust
Account (inclusive of any interest thereon) as of two business days prior to the
proposed Business Combination, divided by the number of shares sold in the
Offering, or approximately $7.88 per share calculated based on the date of closing
of the IPO, which includes $0.27 per share to be waived by the underwriters
related to the shares subject to possible conversion. As a result of the
Conversion Right, $7,872,416 has been classified as common stock subject to
possible conversion on the accompanying balance sheet as of December 31, 2008.
The Company's
stockholders prior to the Offering (“Initial Stockholders”), have
agreed to vote their 1,125,000 founding shares of common stock in accordance
with the manner in which the majority of the shares of common stock offered in
the Offering are voted by the Company's public
stockholders (“Public
Stockholders”) with respect to a Business Combination. In the event that
a majority of the outstanding shares of common stock voted by the Company's
public stockholders vote for the approval of the Business Combination and
holders owning 20% or more of the outstanding common stock do not vote against
the Business Combination and do not exercise their Conversion Rights, the
Business Combination may then be consummated.
 
 We
entered into a binding LOI (see Note 8) with a target company for a
Business Combination, pursuant to which TransTech will acquire the company,
subject to the execution of definitive agreements and the receipt of requisite
shareholder approval. Post filing proxy statement seeking the approval of the
Company's stockholders for that Business Combination, if 20% or more of the
public stockholders do not approve the Business Combination and demand for
conversion of their stock into cash, then the Company's board will convene,
adopt and recommend to their stockholders a plan of dissolution and distribution
and file a proxy statement with the SEC seeking stockholder approval for such
plan. In the event of liquidation, the per share value of the residual assets
remaining available for distribution (including Trust Account assets) will be
less than the initial public offering price per share in the
Offering.
 
 With
respect to a Business Combination which is approved and consummated, any Public
Stockholder who voted against the Business Combination prior to such vote and
exercised their Conversion Right will have their common shares cancelled and
such shares of Common Stock will be returned to the status of authorized but
un-issued shares. The per share conversion price will equal the amount in the
Trust Account, calculated as of two business days prior to the consummation of
the proposed Business Combination, divided by the number of shares of common
stock held by Public Stockholders at the consummation of the Offering.
Accordingly, Public Stockholders holding less than 20% of the aggregate number
of shares owned by all Public Stockholders may seek conversion of their shares
in the event of a Business Combination. Such Public Stockholders are entitled to
receive their per share interest in the Trust Account computed without regard to
the founding shares and the shares underlying the Insider Units (but not shares
acquired in the Offering or in the secondary market) held by Initial
Stockholders.
 
 Note
2—Offering
 
 In its
initial public offering, effective May 23, 2007 (closed on May 30, 2007), the
Company sold to the public 4,500,000 units (the “Units” or a “Unit”) at a price of $8.00
per Unit. Proceeds from the initial public offering totaled approximately $33
million, which was net of approximately $2 million in underwriting fees and
other expenses due at closing and approximately $1.2 million of deferred
underwriting fees. Each Unit consists of one share of the Company's common stock
and one warrant (a “Warrant”).
  On June
13, 2007, the Company's underwriters exercised their option to purchase 675,000
Units to cover over-allotments generating gross proceeds of $5.4 million, of
which $5.2 million was placed in the Trust Account, net of $0.2 million
additional underwriting fees for an aggregate $40.7 million held in the Trust
Account.
  The
Company also sold to the Representatives, a purchase option to purchase up to a
total of 281,250 additional Units (Note 7).
  F-9
 
 Note
3 — Summary of Significant Accounting Policies
 
 Cash and Cash Equivalents-
Cash and cash equivalents are deposits with financial institutions as well as
short-term money market instruments with maturities of three months or less when
purchased.
  Investments held in
trust- The Company's restricted investment held in the Trust Fund
at December 31,
2008 is invested in U.S. Government Securities. The Company earned
interest income of $893,442 for the year ended December 31, 2008,
$951,594 for the year ended December 31,
2007,  and $1,845,036 from inception (August 16, 2006) to
December 31,
2008 which is included on the accompanying statements of operations.
Below is the Trust Account reconciliation:
 
 Amounts
      placed in trust
                                
                                $
                                40,754,500Amounts
      withdrawn for income tax payments
                                
                                
                                (292,000
                                )Amounts
      withdrawn for working capital
                                
                                
                                (643,195
                                )Amount
      earned in interest
                                
                                
                                951,594Balance
      at December 31, 2007
                                
                                
                                40,770,899Amount
      earned in interest
                                
                                
                                893,442Amount
      withdrawn for working capital
                                
                                
                                (156,556
                                )Amount
      withdrawn for income taxes
                                
                                
                                (350,000
                                )Total
      funds held in trust account as of December 31, 2008
                                
                                $
                                41,157,785
 
 Concentration of Credit Risk-
Financial instruments that potentially subject the Company to a
significant concentration of credit risk consist primarily of cash and cash
equivalents and investments. The Company may
maintain deposits in federally insured financial institutions in excess of
federally insured limits. However, management believes the Company is not
exposed to significant credit risk due to the financial position of the
depository institutions in which those deposits are held or due to the nature of
investments held in trust.
 
 Net Income per Share- Net
income per share is computed based on the weighted average number of shares of
common stock outstanding. Basic income per share excludes dilution and is
computed by dividing income available to common stockholders by the weighted
average common shares outstanding for the period. Diluted earnings per share
reflects the potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity. The
effect of the 5,175,000 outstanding warrants issued in connection with the
initial public offering, the 1,191,667 outstanding warrants issued in connection
with the private placement and the 281,250 units included in the underwriters'
purchase option, as described in Note 7, along with the warrants underlying such
units (representing 562,500 shares of common stock and equivalents) has not been
considered in diluted income per share calculations since such securities are
contingently exercisable.
 
 Fair Value of Financial
Instruments-Effective January 1, 2008 the Company adopted Statement No.
157, Fair Value
Measurements. Statement No. 157 applies to all assets and
liabilities that are being measured and reported on a fair value
basis.  Statement No. 157 requires new disclosure that establishes a
framework for measuring fair value in GAAP, and expands disclosure about fair
value measurements. This statement enables the reader of the financial
statements to assess the inputs used to develop those measurements by
establishing a hierarchy for ranking the quality and reliability of the
information used to determine fair values.  The statement requires
that assets and liabilities carried at fair value will be classified and
disclosed in one of the following three categories:
 Level
      1:
              Quoted
      market prices in active markets for identical assets or
      liabilities.
 Level
      2:
                Observable
      market based inputs or unobservable inputs that are corroborated by market
      data.
 Level
      3:
                Unobservable
      inputs that are not corroborated by market
data.
 
 In
determining the appropriate levels, the Company performs a detailed analysis of
the assets and liabilities that are subject to Statement No. 157.  At
each reporting period, all assets and liabilities for which the fair value
measurement is based on significant unobservable inputs are classified as Level
3.
 
 The table
below presents the balances of assets and liabilities measured at fair value on
a recurring basis by level within the hierarchy.
  F-10
  December
      31, 2008Total
                    
                    Level
      1
                    
                    Level
      2
                    
                    Level
      3Investments
      Held in Trust
                    
                    $
                    41,157,785
                    
                    
                    $
                    41,157,785
                    
                    
                    $
                    —
                    
                    
                    $
                    —Total
      assets
                    
                    $
                    41,157,785
                    
                    
                    $
                    41,157,785
                    
                    
                    $
                    —
                    
                    
                    $
                    —
 
 The
Company’s investments held in trust include money market securities that are
considered to be highly liquid and easily tradable.  These securities
are valued using inputs observable in active markets for identical securities
and therefore are classified as level 1 within the fair value
hierarchy.
  Use of Estimates- The
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
  Income Taxes- Deferred income
tax assets and liabilities are computed for differences between the financial
statement and tax basis of assets and liabilities that will result in future
taxable or deductible amounts and are based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred income tax assets to the amount expected to be realized.
  New Accounting Pronouncements–
In September 2006, the FASB issued FASB Statement No. 157, Fair Value
Measurements (“SFAS No. 157”), which defines fair value, establishes a framework
for measuring fair value under GAAP, and expands disclosures about fair value
measurements. SFAS No. 157 applies to other accounting pronouncements that
require or permit fair value measurements. The new guidance is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and for interim periods within those fiscal years. The adoption of SFAS No. 157
did not have a material impact on the Company’s Financial
Statements.
  In
February 2008, the FASB issued FSP 157-2, “Partial Deferral of the Effective
Date of Statement 157” (“FSP 157-2”).  FSP 157-2 delays the effective date
of SFAS 157 for all non financial assets and non financial liabilities, except
those that are recognized or disclosed at fair value in the financial statements
on a recurring basis (at least annually) to fiscal years beginning after November 15,
2008.  The
Company is currently evaluating the impact of SFAS 157 on non financial
assets and non financial liabilities, but does not expect the adoption to have a
material impact on its consolidated financial position, results of operations or
cash flows.
 
 In
December 2007, the FASB issued SFAS No 141R, ‘‘Business Combinations’’
(‘‘SFAS 141R’’). SFAS 141R replaces SFAS 141 and establishes principles and
requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
non-controlling interest in the acquiree and the goodwill acquired. SFAS 141R
also establishes disclosure requirements which will enable users to evaluate the
nature and financial effects of the business combination. Acquisition costs
associated with the business combination will generally be expensed as incurred.
SFAS 141R is effective for business combinations occurring in the fiscal years
beginning after December 15, 2008,
which will require the Company to adopt these provisions for business
combinations occurring in fiscal 2009 and thereafter.
  In
December 2007, the FASB issued SFAS 160, Non controlling Interests in
Consolidated Financial Statements – an amendment of ARB No. 51.SFAS 160 requires that
ownership interests in subsidiaries held by parties other than the parent, and
the amount of consolidated net income, be clearly identified, labeled and
presented in the consolidated financial statements. It also requires once a
subsidiary is deconsolidated, any retained non controlling equity investment in
the former subsidiary be initially measured at fair value. Sufficient
disclosures are required to clearly identify and distinguish between the
interests of the parent and the interests of the non controlling owners. It is
effective for fiscal years beginning after December 15, 2008,
and requires retroactive adoption of the presentation and disclosure
requirements for existing minority interests. All other requirements are applied
prospectively. Upon the successful completion of a Business Combination, the
Company will apply the provisions of SFAS 160 if applicable.
  F-11
  In June
2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an Instrument
(or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF
07-5”).  EITF 07-5 provides guidance on how to determine if certain
instruments or embedded features are considered indexed to our own stock,
including instruments similar to our convertible notes and warrants to purchase
our stock.  EITF 07-5 requires companies to use a two-step approach to
evaluate an instrument’s contingent exercise provisions and settlement
provisions in determining whether the instrument is considered to be indexed to
its own stock and exempt from the application of SFAS No. 133, “Accounting for
Derivative Instruments and Hedging Activities”.  Although EITF 07-5 is
effective for fiscal years beginning after December 15, 2008, any outstanding
instrument at the date of adoption will require a retrospective application of
the accounting through a cumulative effect adjustment to retained earnings upon
adoption.  The Company is currently evaluating the impact that
adoption of EITF 07-5 will have on its consolidated financial
statements.
 
 Management
does not believe that any other recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
Company’s consolidated financial statements.
 
 Note 4—Income Taxes
  A
net income tax provision of $75,772 was recorded for the year ended December 31,
2008. The Company's effective tax rate differs from the federal statutory rate
due to the decrease in the valuation allowance against its deferred tax
asset.  The Company is incorporated in Delaware and accordingly is
subject to franchise taxes. Included as part of general and administrative costs
in the accompanying statement of operations is Delaware franchise tax expense of
$36,750 estimated for the financial year ended December 31, 2008. Delaware
franchise tax of $ 27,498 for the financial year ending December 31, 2007, was
paid in September 2008.
 
 The
provision for income taxes for the period ended December 31, 2008 and December
31, 2007 consists of the following:
 
 December
      31, 2008
                                    
                                    
                                    December
      31, 2007CurrentFederal
                                    
                                    $
                                    292,555
                                    
                                    
                                    $
                                    312,593State
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -292,555
                                    
                                    
                                    
                                    312,593DeferredFederal
                                    
                                    
                                    (261,783
                                    )
                                    
                                    
                                    (104,854
                                    )State
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -(261,783
                                    )
                                    
                                    
                                    (104,854
                                    )$
                                    75,772
                                    
                                    
                                    $
                                    207,739
 
 Deferred
tax assets and liabilities arise from temporary differences between the tax
basis of assets and liabilities and their reported amounts in the financial
statements.
 
 Significant
components of the Company’s deferred tax assets are as
follows:
 
 2008
                      
                      
                      
                      2007Expenses
      deferred for income tax purposes
                      
                      $
                      292,638
                      
                      
                      
                      104,854Interest
      income deferred for book purposes
                      
                      
                      29,000
                      
                      
                      
                      -Total
                      
                      $
                      321,638
                      
                      
                      $
                      104,854
 
 The Company's
effective tax is the same as the statutory rate of 34%.
 
 Note
5 — Commitments
  Administrative
Fees
  The
Company is permitted to utilize $800,000 of after tax interest earned upon
monies in the Trust Account in addition to $100,000 transferred to the Company upon
consummation of the Offering for working capital purposes. The working capital
has been used to pay for director and officer liability insurance premiums and
general and administrative services, including office space, utilities and
secretarial support, with the balance being held in reserve for other expenses,
such as due diligence, legal, accounting, and other fees and expenses for
structuring and negotiating Business Combinations, deposits, and down payments
in connection with Business Combinations as well as for reimbursement of any
out-of-pocket expenses incurred by the Initial Stockholders in connection with
activities undertaken on the Company's
behalf.
  F-12
  The
Company has agreed to pay an affiliate of one of its sponsors $7,500 per month
commencing on May 23,
2007 for office, secretarial and administrative services. For the year
ended December 31,
2008, for the year ended December 31, 2007, and for the period
August 16, 2006
(inception) to December 31, 2008, $90,000,
$54,194, and $144,194, respectively is included in general and administrative
costs on the accompanying statements of operations. The term of the agreement is
24 months and expires in May,2009.
 
 Underwriting
Agreement
  In
connection with the Offering, the Company has entered into an underwriting
agreement (the “Underwriting
Agreement”) with
the underwriters in the Offering. Pursuant to the Underwriting Agreement, the
Company was obligated to Cowen and Company, LLC and Maxim Group LLC
(together the “Representatives”), the
representatives of the underwriters, for certain fees and expenses related to
the Offering, including underwriting discounts of $2,898,000. The Companypaid
$1,350,000 of the underwriting discounts upon closing of the Offering and
$175,500 upon closing of the underwriters' over-allotment exercise on June13,2007. The Company and the
Representatives have agreed that payment of the underwriting discount of
$1,372,500 will be deferred until consummation of the Business Combination.
Accordingly, a deferred underwriting fee comprised of the deferred portion of
the underwriting discount is included on the accompanying balance sheets at
December 31,
2008.
  Opportunity
Partners – Petition
 
 On
February 6, 2009, Opportunity Partners L.P. filed a petition against TransTech
in the Court of Chancery of the State of Delaware seeking to compel TransTech to
hold an annual meeting of stockholders for the election of directors pursuant to
Section 211(c) of the General Corporation Law of the State of Delaware on the
grounds that more than thirteen months have elapsed since the organization of
TransTech, it last annual meeting or the last action by written consent in lieu
of an annual meeting.  The parties have agreed to a briefing schedule,
and the matter is set to go to trial on April 8, 2009. There may be other
similar lawsuits brought by other stockholders of TransTech.
  Note 6—Preferred Stock
  The
Company is authorized to issue 1,000,000 shares of preferred stock with such
designations, voting and other rights and preferences as may be determined from
time to time by the Board of Directors.
  Note 7—Equity
  Common
Stock
  On January 10, 2007,
the Company
effected a 3 for 4 reverse stock split of its outstanding shares of common
stock. All of the references in the accompanying financial statements to
the number of shares have been retroactively restated to reflect the reverse
stock split.
  On February 14, 2007
the Company
effected a 0.972973 for 1 reverse stock split of its outstanding shares of
common stock and amended the number of authorized shares of common stock to
20,918,920. All of the references in the accompanying financial statements
to the number of shares have been retroactively restated to reflect the reverse
stock split and change in authorized shares.
  Pursuant
to letter agreements with the Company and the
Representatives in the Offering and the private placement offering, the Initial
Stockholders have waived their right to receive distributions with respect to
their founding shares and the shares underlying the Private Warrants as defined
below (but not shares purchased in the Offering or in the secondary market) in
the event of the Company's liquidation.
  The
Initial Stockholders have agreed to surrender, without consideration, up to an
aggregate of 99,973 of their shares of common stock to the Company for
cancellation upon consummation of a Business Combination in the event Public
Stockholders exercise their right to have the Company convert their shares for
cash. Accordingly, for approximately every nine shares converted by Public
Stockholders, the founders have agreed to surrender one share for
cancellation.
  F-13
 
 Public
Warrants
  Each
warrant sold in the Offering (a “Public Warrant”) is
exercisable for one share of common stock. Except as set forth below, the Public
Warrants entitle the holder to purchase shares at $5.00 per share, subject to
adjustment in the event of stock dividends and splits, reclassifications,
combinations and similar events for a period commencing on the later
of:(a) completion of the Business Combination and (b) one year from
the effective date of the Offering of the Company's
securities, and ending four years from the date of the Offering. The Company has the
ability to redeem the Public Warrants, in whole or in part, at a price of $.01
per Public Warrant, at any time after the Public Warrants become exercisable,
upon a minimum of 30 days' prior written notice of redemption, and if, and only
if, the last sale price of the Company's common
stock equals or exceeds $11.50 per share, for any 20 trading days within a 30
trading day period ending three business days before the Company sent the
notice of redemption. If the Company dissolves
before the consummation of a Business Combination, there will be no distribution
from the Trust Account with respect to such Public Warrants, which will expire
worthless.
 
 Private
Warrants
  Prior to
the closing of the Offering, the Company sold to
one of its Initial Stockholders 1,191,667 warrants (“Private Warrants”) in a
private placement, at a price of $1.20 per Private Warrant, for an aggregate of
$1,430,000.
  The
Private Warrants are identical to the Public Warrants and may not be sold or
transferred, except in limited circumstances, until after the consummation of a
Business Combination. If the Company dissolves
before the consummation of a Business Combination, there will be no distribution
from the Trust Account with respect to such Private Warrants, which will expire
worthless. As the proceeds from the exercise of the Public Warrants and Private
Warrants will not be received until after the completion of a Business
Combination, the expected proceeds from exercise will not have any effect on
the Company's
financial condition or results of operations prior to a Business
Combination.
  Unit Purchase
Option
  The Unit
Purchase Option and the warrants included in the Unit Purchase Option, are not
subject to net cash settlement in the event the Company is unable
to maintain an effective 1933 Act registration statement. The Company must use
best efforts to file and maintain the effectiveness of the registration
statement for the securities issuable upon exercise of the Unit Purchase Option.
Such warrants underlying the Unit Purchase Option are only exercisable to the
extent the Company is able to maintain such effectiveness. The Unit Purchase
Option (but not the underlying warrants), however, may be exercised by means of
cashless exercise even in the absence of an effective registration statement for
the underlying securities. If the holder of the Unit Purchase Option, or
warrants underlying the Unit Purchase Option, does not, or is not able to,
exercise the Unit Purchase Option or warrants underlying the Unit Purchase
Option, as applicable, the Unit Purchase Option or underlying warrants, as
applicable, will expire worthless.
  The
Company sold to the Representatives for $100, an option to purchase up to
281,250 units at $10.00 per unit (the “Unit Purchase Option” or the
“UPO”). The Units
issuable upon exercise of the UPO are identical to those offered by the
Offering. The UPO commences on the later of the consummation of a Business
Combination or 180-days from the date of the prospectus with respect to the
Offering and expires three years from the date of the prospectus.  The
Company calculated the fair value of the UPO to be $694,687 ($2.47 per unit)
using a Black-Scholes option-pricing model. The fair value of the UPO has been
determined using the following assumptions: (1) expected volatility of 50.02%
(2) risk-free interest rate of 4.75% and (3) contractual life of 3 years. The
expected volatility in the preceding sentence was calculated as an average of
the volatilities of similar companies that trade on U.S. Stock Exchanges. In
calculating volatility for the representative companies, the Company used
daily historical volatilities for the period of time equal to the term of the
option (3 years).
  F-14
  Registration
Rights - Warrants and Unit Purchase Option
  Warrants
 
 In
accordance with the Warrant Agreement related to the Public Warrants and the
registration rights
agreement associated with the Private Warrants (collectively the Public
Warrants and Private Warrants are the “Warrants”), the Company will only
be required to use its best efforts to register the Warrants and the shares of
Common Stock issuable upon exercise of the Warrants and once effective to use
its best efforts to maintain the effectiveness of such registration statement.
The Company
will not be obligated to deliver securities, and there are no contractual
penalties for failure to deliver securities, if a registration statement is not
effective at the time of exercise. However, with regards to the Private
Warrants, the
Company may satisfy its obligation by delivering unregistered shares of
common stock. Additionally, in the event that a registration statement is not
effective at the time of exercise, the holder of such Warrants shall not be
entitled to exercise. In no event (whether in the case of a registration
statement not being effective or otherwise) will the Company be required to net
cash settle a Warrant exercise. Consequently, the Warrants may expire
unexercised and unredeemed. The holders of Warrants do not have the rights or
privileges of holders of the Company's common
stock or any voting rights until such holders exercise their respective warrants
and receive shares of the Company's common
stock.
 
 Note
8 – Subsequent Events
 
 Execution
of Letter of Intent with Identified Target for Business Combination
 
 On March
26, 2009,we announced that we have entered into abinding Letter Of Intent with Global Hi-Tech Industries Limited (“GHIL”).
GHIL, a company incorporated in India, is an integrated steel manufacturer
focused on the infrastructure growth sector in India, and has prospecting
license for iron-ore mines in Chatarpur, Madhya Pradesh where GHIL believes that
there may be substantial iron-ore deposits. We believe that GHIL can benefit
from cross-border opportunities and enhance efficiencies from technological
upgradation by integrating IT systems in the areas of plant logistics, energy
control, raw material sourcing and iron-ore mining.
 
 Pursuant
to the definitive agreements, Delta Enterprises Limited (“Delta”), a
Mauritius-based entity, shall enter into an agreement pursuant to which Delta
shall acquire 51.6% stake in GHIL from the majority shareholders of GHIL.
Thereafter, Delta shall become a wholly-owned subsidiary of TransTech. Based on
pre-agreed milestones and certain conditions, TransTech will acquire the
remaining equity over a period of time.
 
 There
remains a number of conditions to the Company’s completing the acquisition of
GHIL, including approval by TransTech’s stockholders of the business combination
and approval by the shareholders of GHIL of the share purchase
agreement.
  F-15
 Item 9. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTING AND FINANCIAL DISCLOSURE
  None
  Item 9A(T).  CONTROLS AND
PROCEDURES
  Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in company reports filed or
submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in company reports filed or
submitted under the Exchange Act is accumulated and communicated to management,
including our chief executive officer and treasurer, as appropriate to allow
timely decisions regarding required disclosure.
  We have
established disclosure controls and procedures to ensure that material
information relating to us is made known to the officers who certify our
financial reports and to other members of senior management and the Board of
Directors.
  A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within a company have been detected. Our disclosure controls and
procedures are designed to provide reasonable assurance of achieving its
objectives. Based upon their evaluation as of December 31, 2008, our Chief
Executive Officer and Chief Financial Officer have concluded that our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934) are effective at that reasonable assurance
level.
  20
 
 Management Report on Internal Control
Over Financial Reporting
  Our
internal control over financial reporting is a process designed by, or under the
supervision of, our Chief Executive Officer and Chief Financial Officer and
effected by our board of directors to provide reasonable assurance regarding the
reliability of our financial reporting and the preparation of our financial
statements for external reporting purposes in accordance with generally accepted
accounting principles. Internal control over financial reporting includes
policies and procedures that pertain to the maintenance of records that in
reasonable detail accurately reflect the transactions and dispositions of our
assets; provide reasonable assurance that transactions are recorded as necessary
to permit preparation of our financial statements in accordance with generally
accepted accounting principles, and that our receipts and expenditures are being
made only in accordance with the authorization of our board of directors and
management; and provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on our financial statements.
  Under the
supervision and with the participation of our management, including our Chief
Executive Officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the criteria established in
Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation under the
criteria established in Internal Control – Integrated Framework, our management
concluded that our internal control over financial reporting was effective as of
December 31, 2008. This Annual Report does not include an attestation report of
our registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management’s report in this
Annual Report.
 
 Changes
in Internal Control Over Financial Reporting
  During
the most recently completed fiscal quarter, there has been no change in our
internal control over financial reporting that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
 
 Item10.  OTHER INFORMATION
  Mr.
Graham Norton–Standen, resigned as a director and as the Company’s Director of
Strategy, on November 2, 2008. There was no disagreement or dispute between Mr.
Norton-Standen and the Company which led to his resignation as both a director
and officer of the Company.
 
 Dr. R. C.
Krishna was elected to the Board of Directors on November 7, 2008. A detailed
biography of Dr. R C Krishna is available in “Part III,Item 10.  DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE”.
  21
  PART
III
  Item 11.  DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
  Directors,
Executive Officers and Special Advisors
  The
following table sets forth the names of the directors, executive officers and
special advisors of the Company, their ages, and their current positions with
theCompany:
  Name
                
                Age
                
                TitleSuresh
      Rajpal
                
                65
                
                Chief
      Executive Officer, President & Chairman of the
BoardLM
      Singh
                
                43
                
                Chief
      Financial Officer, Executive Vice President, Treasurer, Secretary and
      DirectorFrederick
      Smithline
                
                77
                
                DirectorHemant
      Sonawala
                
                71
                
                DirectorDr.
      Ranga C Krishna
                
                45
                
                DirectorChandru
      Jagwani
                
                64
                
                Special
      AdvisorPervez
      A. Ahmed
                
                60
                
                Special
      Advisor
  Suresh Rajpalhas been our Chairman of the Board of Directors, Chief Executive Officer
and President since our incorporation on August 16, 2006. Mr. Rajpal offers over
35 years of entrepreneurial and multinational work experience covering the
United States, Japan, Hong Kong and India. He was the recipient of the
Entrepreneur of the Year Award for companies started in the previous three years
from Ernst & Young, India in 2000. In addition, he has received the U.S.
Ambassador’s Award for distinguished service in strengthening the relationship
between the United States and India and for extraordinary service to American
business in India as President of the American Business Council. Mr. Rajpal
established Hewlett-Packard Company’s India operations in 1989 and was its
President and Chief Executive Officer since setting up the operations until
1999. From 1984 to 1988, Mr. Rajpal was the Director of Sales, Marketing &
Support at Hewlett-Packard Company Asia with accounts generating revenue in
excess of $1.6 billion. Mr. Rajpal’s career with Hewlett-Packard Company spanned
29 years in several senior managerial positions in the United States, Canada,
Asia and Latin America. Following Hewlett-Packard, Mr. Rajpal co-founded
eCapital Solutions in April 1999, a company that owned intellectual properties
in a number of different technology areas. Until April 2001, Mr. Rajpal was the
President and Chief Executive Officer of Trigyn Technologies Limited which was
formed through the merger of eCapital Solutions and Leading Edge Systems Ltd, a
listed entity on the Bombay Stock Exchange in India. In September 2001, Mr.
Rajpal co-founded Tecnova India, which provides consulting services to emerging
growth companies in India. In July 2006, he founded Visnova Solutions, a focused
software solutions and high-end KPO/BPO organization. Mr. Rajpal currently
serves as a member of the board of directors of various public and privately
held companies. Mr. Rajpal is an Electrical Engineer from the Benaras Hindu
University, India and earned his MBA from York University, Toronto,
Canada.
  L.M.
Singhhas
been our Chief Financial Officer, Executive Vice President, Secretary and
Treasurer and a member of our Board of Directors since our incorporation. He has
over 20 years experience in a global work environment covering private equity
investments, corporate finance, buy-outs, capital markets, audit and control.
Since January 2003, Mr. Singh has been the founder and managing partner of Lotus
Capital Partners, LLC, and New York, an investment advisory firm that
specializes in cross-border transactions between the United States and India for
companies primarily in the software and business services sector. In February
2005, Mr. Singh co-founded FiNoble Advisors Ltd, New Delhi, India, an investment
and advisory firm providing investment banking, India entry and asset management
services, which seeks to leverage India as an investment
destination.
  From May
1995 to November 2002, Mr. Singh managed private equity investments,
re-structuring and post merger integration activities and held several
managerial positions at TAIB Bank E.C, and its affiliates, a boutique merchant
bank headquartered in Bahrain pursuing investment activities across India, the
United States, Europe and the Persian Gulf region. From August 2001 to November
2002, he served as President of TAIB Securities New York with country-head
responsibilities for TAIB Securities, London. From January 2000 to July 2001,
Mr. Singh served as Group Executive Director and member of the board of
directors for Mindteck, a global technology services provider, focused on IT
applications and embedded systems. Mr. Singh graduated from Sri Ram College of
Commerce, Delhi University, India, with a Bachelor in Commerce (Hons.) and
qualified as a Chartered Accountant, training with Price Waterhouse, New Delhi,
India. He is a member of the Institute of Chartered Accountants of India,
Institute of Internal Auditors (USA) and the Information Systems Audit and
Control Association (CISA) (USA).
  22
  Hemant S.
Sonawala has been a director of our company since
September 25,
2006. He was the recipient of the Dataquest Lifetime Achievement Award in
2005. Mr. Sonawala was Vice-Chairman of Digital GlobalSoft Ltd., India from
January 1988 until April 2004, a leading software services company, listed on
the Bombay Stock Exchange, India, which was subsequently acquired by
Hewlett-Packard Company. From 1992 to 1999, Mr. Sonawala was Chairman of
Hinditron Schiller Medical Instruments Ltd., a joint venture he formed with
Schiller, a leading international manufacturer and supplier of electro
cardio-graphs, spirometers, patient monitors and external defibrillators to make
available Schiller’s products in India. Mr. Sonawala was founder and Deputy
Chairman of Hinditron Tektronix, later Chairman of Tektronix (India) Limited,
from 1985 to 1996, a joint venture with Tektronix (a provider of test,
measurement and monitoring solutions catering to design centers, laboratories
and communications networks) to introduce Tektronix’s vast array of patented
products to India. Mr. Sonawala’s current directorships include Exevo India
Limited, a Knowledge Process Outsourcing company that provides market research
globally with their end-to-end research and support processes, and NetAcross
Holding and Investments Pvt. Ltd. Mr. Sonawala holds a bachelor’s degree in
Engineering from Gujarat, India and Master of Science in Electrical Engineering.
from University of Washington, Seattle, Washington.
  Frederick E.
Smithline has been a director of our company since
September 25,
2006. Mr. Smithline has been practicing corporate law in New York
City for over 40 years. After graduation from The Harvard Law School in 1955,
Mr. Smithline served for two years in the U.S. Army Counterintelligence
Corps in Germany. From 1957 to date, he has been practicing corporate and
securities law in various law firms, except for the period from 1969 to 1973,
when he was a principal in two Wall Street investment banking firms. From 1982
to the present, Mr. Smithline was a Partner and Counsel in Epstein, Becker
and Green, Counsel to Fischbein, Badillo, Wagner & Harding and presently,
Counsel to Eaton & Van Winkle. Mr. Smithline specializes in advising
early stage companies on structure and finance. He has served on public boards
including more than 20 years as a director and then Chairman of DVL, Inc., a
publicly traded finance company (1982 to 2003) and the Hungarian Broadcast
Company, a media Company (1998 to 2000). He was a co founder of International
Isotopes, Inc., a publicly-traded company that is in the business of making
radioactive isotopes for diagnostic and therapeutic purposes.
 
 Dr. Ranga C.
Krishna was elected as a director by our Board of Directors on November
7, 2008. Dr. Krishna is a licensed neurologist and an experienced health care
entrepreneur, having started several companies. Among them is International
Pharma Trials, Inc., a company which assists U.S. pharmaceutical companies
perform Phase II clinical trials in India. He also co-founded Fastscribe, Inc.,
an internet-based medical and legal transcription company with operations in
India. Dr. Krishna is a member of several organizations, including the American
Academy of Neurology and the Medical Society of the State of New York. He is
also a member of the Medical Arbitration panel for the New York State Workers’
Compensation Board. Dr. Krishna was trained at New York’s Mount Sinai Medical
Center (1991-1994) and New York University (1994-1996). Dr. Krishna currently
serves as Chairman and Audit Committee Chairman of India Globalization Capital,
Inc., a Special Purpose Acquisition Corporation that has invested in the
infrastructure sector in India.
  Special
Advisors
  Chandru
Jagwani is a special advisor to our company.
Mr. Jagwani has been the Founder, Chief Executive Officer and President of
Diversified Impex Corp. since September 1972. Diversified Impex Corporation is
involved in international trade finance and has clients in various industries.
At Diversified Impex Corporation, Mr. Jagwani has been involved in the
export of U.S. auto and off highway equipment parts to India, Latin America and
the Middle East, including the export of spares of Gould, Clevite, Caterpillar
Inc., Cummins Inc., Detroit Diesel Corp. and International Harvester.
Mr. Jagwani also has extensive experience in international trade in auto
parts, steel and engineering products from India, Taiwan and Singapore.
Mr. Jagwani currently serves as a special advisor to Millennium India
Acquisition Company Inc., a blank check public company traded on the American
Stock Exchange and focusing on operations primarily in India (largely privately
owned businesses within the financial services, healthcare, infrastructure and
consumer, retail and hospitality sectors). Mr. Jagwani graduated with a
degree in Electrical Engineering from Jodhpur University in India and
subsequently received his MBA from the University of Bridgeport, Connecticut, in
1970.
  Dr. Pervez
Ali Ahmed is a special advisor to our company.
Dr. Ahmed has been the Assistant Professor of Clinical Medicine SUNY,
Health Science Center Downstate since 1978 and is currently attending in
Medicine, Cardiology and Critical Care at Brookdale Hospital Medical Center in
Brooklyn New York and in Medicine at Lenox Hill, Kings Highway/Beth Israel. In
1987, Dr. Ahmed was co-Director of Escorts Heart Institute, New Delhi and
along with Dr. Naresh Trehan, he helped establish one of India’s earliest
super specialty hospitals. Subsequently, he set up a multi physician Cardiology
Group Practice in New York. Between 1999 and 2002, Dr. Ahmed was involved
in planning, consulting and designing a new hospital in New Delhi and served as
its Director. Since 2004, Dr. Ahmed has been a member of the Board of
Directors of Max Healthcare in New Delhi, one of India’s leading specialized
healthcare service providers. Dr. Ahmed graduated with his M.B.B.S. from
the Armed Forces Medical College, Pune in May 1970 and subsequently completed
his Internal Medicine Residency in Internal Medicine in Cardiology. His
post-graduate qualifications include: Diplomate American Board Internal
Medicine, in June 1976, Diplomate ABIM, Cardiovascular Disease in October 1997
and Board Eligible ABIM, Critical Care Medicine
  23
 
 Director
Independence
  Our board
of directors has determined that Hemant S. Sonawala, Frederick Smithline and Dr.
R C Krishna are “independent
directors” within the meaning of Rule 10A-3 promulgated under the
Exchange Act and under the NASDAQ listing requirements. We intend to locate and
appoint additional independent directors to serve on the board of directors and
audit committee from time to time to comply with applicable U.S. federal
securities laws.
  Committees
of the Board of Directors
  Audit
Committee
  Our Board
of Directors on March
28, 2008 has established an audit committee, currently comprised of
Messrs. Sonawala and Smithline which is chaired by Mr. Sonawala. Messrs.
Sonawala and Smithline are independent under the NASDAQ listing standards. Our
Board of Directors has not determined whether anyone on the Board is an “audit committee financial
expert,” as such term is defined by the Securities and Exchange
Commission rules. Since we do not have any operating activities until such time
as we enter into a business combination (meaning that our financial statements
are relatively simple), our Board of Directors did not feel it was necessary to
determine if anyone on our Audit Committee was a financial expert. Our Board of
Directors will make a determination if there is an audit committee financial
expert after a business combination with a target business is
consummated.
  The
duties of the Audit Committee are specified in our Audit Committee Charter, some
of which are specified below:
 ·
              Review
      and assess the adequacy of this Charter at least
  annually.
 ·
              Review
      all quarterly and annual financial statements and reports (including
      disclosures under Management’s Discussion and Analysis of Financial
      Condition and Results of Operations) prior to any filing on Form 10-Q or
      Form 10-K with the Securities and Exchange
  Commission.
 ·
              Recommend
      to the Board of Directors that the audited financial statements be
      included in the
      Company’s annual report on Form 10-K for filing with the Securities
      and Exchange Commission.
 ·
              Approve
      the appointment and compensation of the outside auditing firm prior to any
      engagement.
 ·
              Review
      the annual audit plan of the outside auditing firm and evaluate their
      performance.
 ·
              Obtain
      and review a report from the outside auditing firm at least annually as to
      (a) all critical accounting policies to be used, (b) all alternative
      treatments of financial information within generally accepted accounting
      principles that have been discussed with management of the Company, the
      ramifications of the use of such alternative disclosures and treatments
      and the treatment preferred by the outside auditing firm, and (c) other
      material written communications between the outside auditing firm and
      management of the Company,
      including management letters and schedules of unadjusted
      differences.
 ·
              Consult
      with the outside auditing firm concerning the completeness and accuracy of
      the
      Company’s financial
statements.
 ·
              Consult
      with the outside auditing firm concerning the quality of the Company’s
      accounting principles as applied in its financial statements and
      reporting.
 ·
              Review
      any significant difficulties encountered during the course of the audit or
      review, including any restrictions on the scope of the outside auditing
      firm’s work or access to reviewed
information.
 ·
              Review
      any disagreements between management and the outside auditing firm in
      connection with any public announcements of financial results and
      quarterly and annual financial statements and
  reports.
 ·
              Review
      changes to the Company’s accounting principles as recommended by the
      outside auditing firm or
management.
 ·
              Review
      with the outside auditing firm the adequacy of the Company’s system of
      internal controls and disclosure controls and procedures, including
      computerized information system controls and security, and any related
      significant findings and recommendations of the outside auditing firm,
      together with management’s responses
thereto.
 ·
              Discuss
      with management and the outside auditing firm the effect of regulatory and
      accounting initiatives as well as off-balance sheet structures on the
      Company’s financial statements.
  24
 
 ·
              Perform
      an annual evaluation of the Audit
Committee.
  Compensation
Committee Interlocks and Insider Participation
 
 The
Company does not have a compensation committee. During the last fiscal year,
none of our officers and employees, and no former officer, during the last
completed fiscal year, participated in deliberations of our Board of Directors
concerning executive officer compensation. Our board of directors at this point
in time does not deem it necessary to establish a compensation committee because
no executive officer or director receives any compensation for services
rendered. Once a business combination is consummated the Board will then create
a compensation committee.
 
 Code of Ethics
 
 In March
28, 2008, our Board of Directors adopted a code of ethics which applies to our
senior financial officers and principal executive officer. Requests for copies
of our code of ethics should be sent in writing to TransTech Services Partners
Inc. 445 Fifth Avenue, New York, New York 10016.
 
 Section
16(a) Beneficial Ownership Reporting Compliance
  Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the
Company’s executive officers, directors and persons who beneficially own greater
than 10% of a registered class of the Company’s equity securities to file
certain reports (“Section 16
Reports”) with the Securities and Exchange Commission with respect to
ownership and changes in ownership of the Company’s common stock, par value
$0.01 per share (“Common
Stock”) and other equity securities of the Company. Based solely on the
Company’s review of the Section 16 Reports furnished to the Company, all Section
16(a) requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with during the fiscal year ended December 31,
2008.
  Item 12.  EXECUTIVE
COMPENSATION
 
 No
executive officer has received any cash compensation for services rendered and
no compensation of any kind, including finder’s and consulting fees, will be
paid to any of our existing stockholders, officers, directors, special advisors
or any of their respective affiliates. Moreover, none of our existing
stockholders, officers, directors, special advisors or any of their respective
affiliates will receive any cash compensation for services rendered prior to or
in connection with a business combination. However, all of these individuals
will be reimbursed for any out-of-pocket expenses incurred in connection with
activities on our behalf, such as identifying potential target businesses and
performing due diligence on suitable business combinations. Such individuals may
be paid consulting, management or other fees from target businesses as a result
of the business combination, with any and all amounts, to the extent then known,
being fully disclosed to stockholders in the proxy solicitation materials
furnished to the stockholders. It is unlikely the amount of such compensation
will be known at the time of a stockholder meeting held to consider a business
combination, as it will be up to the directors of the post-combination business
to determine executive and director compensation. In this event, such
compensation will be publicly disclosed at the time of its determination in a
Form 8-K, as required by the SEC.
 
 Item 13.  SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  The
following table sets forth certain information as of March 28, 2008 regarding
the ownership of equity securities by (i) each person who is known to the
management of the Company to have been the beneficial owner of more than 5% of
the outstanding shares of the Company’s common stock, (ii) each director and
nominee for director, (iii) the executive officers and special advisors and (iv)
all directors, executive officers and special advisors of the Company as a
group.
  25
  Name and Address of Beneficial Owner(1)
                      
                      No. of Shares of
                        Common
                        Stock Owned(2)
                      
                      
                      Approximate
                        Percentage of Common
                        Stock Owned(3)TSP
      Ltd. (4)
                      
                      
                      533,919
                      
                      
                      8.47
                      %Suresh
      Rajpal (5)
                      
                      
                      789,324
                      
                      
                      
                      12.53L.M.
      Singh (5)
                      
                      
                      716,352
                      
                      
                      
                      11.37Ranga
      Krishna
                      
                      
                      0
                      
                      
                      
                      -Frederick
      Smithline* (6)
                      
                      
                      54,730
                      
                      
                      
                      0.87Hemant
      Sonawala*
                      
                      
                      0
                      
                      
                      
                      -Chandru
      Jagwani (7)*
                      
                      
                      91,216
                      
                      
                      
                      1.45HBK
      Investments
                      
                      
                      629,900
                      
                      
                      
                      10.00Polar
      Securities Inc. (9)
                      
                      
                      480,800
                      
                      
                      
                      7.63Fir
      Tree, Inc. (10)
                      
                      
                      550,000
                      
                      
                      
                      68.73Integrated
      Core Strategies (US) LLC (11)
                      
                      
                      443,264
                      
                      
                      
                      7.04Platinum
      Partners Value Arbitrage Fund LP  (12)
                      
                      
                      38,500
                      
                      
                      
                      0.61Wolverine
      Convertible Arbitrage Fund, Ltd. (13)
                      
                      
                      229,203
                      
                      
                      
                      3.64QVT
      Financial LP (14)
                      
                      
                      549,573
                      
                      
                      
                      8.72Convertibles
      Strategic Conv Trading (15)
                      
                      
                      190,000
                      
                      
                      
                      3.02DG
      AG Convertible Bond (16)
                      
                      
                      169,000
                      
                      
                      
                      2.68Loeb
      Arbitrage Fund (17)
                      
                      
                      411,500
                      
                      
                      
                      6.53David
      Rubinstein (17)
                      
                      
                      108,000
                      
                      
                      
                      1.71All
      directors and officers as a group [5 individuals
(5)(6)(8)]
                      
                      
                      1,026,487
                      
                      
                      
                      16.29
                      %
 
 *       Less
than 1%
 
 (1)
              Unless
      otherwise noted, the business address of each of the following is 445
      Fifth Avenue, Suite 30H, New York, New York,
  10016.
 (2)
              The
      share amount does not include the shares of common stock underlying the
      private warrants sold to TSP Ltd. in a private placement on May 27,
      2007.
 (3)
              Reflects
      the sale of 5,175,000 units in the Offering (post exercise of
      underwriters’ over-allotment option of 675,000 units), but does not
      include:  (i) 5,175,000 shares of our common stock issuable upon
      exercise of the warrants sold as part of such units (post exercise of
      underwriters’ over allotment option); (ii) 1,191,667 shares of our common
      stock issuable upon exercise of the private warrants; (iii) 281,250 shares
      of our common stock included in the representatives’ unit purchase option;
      or (iv) 281,250 shares of our common stock issuable upon exercise of the
      warrants included in the representatives’ unit purchase
      option.
 (4)
              TSP
      Ltd. is a company formed under the laws of Bermuda, which is wholly-owned
      by Suresh Rajpal (57.5%) and LM Singh
(42.5%).
 (5)
              Includes
      533,919 shares of our common stock owned by TSP, Ltd. and, with respect to
      L.M. Singh, 72,973 shares of our common stock owned by Lotus Capital LLC,
      a New York limited liability company, majority-owned by L.M.
      Singh.  Mr. Rajpal disclaims beneficial ownership to 42.5% of
      the shares owned by TSP Ltd.  Mr. Singh disclaims beneficial
      ownership to 57.5% of the shares owned by TSP
  Ltd.
 (6)
              Includes
      27,365 shares of our common stock owned by Mr. Smithline’s spouse, with
      respect to which Mr. Smithline disclaims beneficial
    ownership.
 (7)
              Includes
      47,432 shares of our common stock owned by Canak Associates LLC, a New
      York limited liability company, 50%-owned by Chandru
    Jagwani.
 (8)
              Does
      not include a total of 98,513 shares of our common stock issued to special
      advisors.
 (9)
              Represents
      shares held by Polar Securities Inc. which serves as the investment
      manager to North Pole Capital Master Fund and a number of discretionary
      accounts with respect to which it has voting and dispositive authority
      over the shares reflected.  This information is based solely
      upon the contents of a filing on Schedule 13G dated October 30, 2007. This
      information is based solely on the NOBO list obtained by the Company in
      December 2008. There is no 13G
available.
 (10)
              Represents
      shares held by Fir Tree, Inc.  This information is based solely
      upon the contents of a filing on Schedule 13G/A in February, 2009, filed
      by Sapling, LLC, Fir Tree Capital Opportunity Master Fund, L.P. and Fir
      Tree, Inc.
 (11)
              This
      information is based solely upon the contents of a filing on Schedule 13G
      dated November 7, 2008.
 (12)
              This
      information is based solely on the NOBO list obtained by the Company in
      December 2008.
 (13)
              This
      information is based solely upon the contents of a filing on Schedule 13G
      dated November 18, 2008.
 (14)
              Represents
      shares held by QVT Financial LP and this information is based solely upon
      the contents of a filing on Schedule 13G/A filed by QVT Financial LP, QVT
      Financial GP LLC, QVT Fund LP and QVT Associates GP
  LLC.
  26
 
 (15)
              This
      information is based solely on the NOBO list obtained by the Company in
      December 2008.
 (16)
              This
      information is based solely on the NOBO list obtained by the Company in
      December 2008.
 (17)
              This
      information is based solely upon the contents of a filing on Schedule 13G
      dated in February, 2009.
 (18)
              This
      information is based solely on the NOBO list obtained by the Company in
      December 2008.
  27
  Item 14.  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE.
 
 On September 14, 2006,
we issued an aggregate of 1,125,000 shares of our common stock adjusted for a
3 for 4 reverse stock split and 0.972973 for 1 reverse stock split on
January 10,
2007 and February 14, 2007,
respectively to our existing stockholders, for an aggregate of $25,000 in cash,
at a purchase price of $0.022 per share, as follows:
 
 Name
                      
                      Number of
                        Shares
                      
                      Relationship to UsTSP
      Ltd.
                      
                      533,919
                      
                      Stockholder
      (wholly-owned by our sponsors)Suresh
      Rajpal
                      
                      255,405
                      
                      Chief
      Executive Officer, President and Chairman of the BoardLM
      Singh
                      
                      109,460
                      
                      Chief
      Financial Officer, Executive Vice President, Treasurer,Secretary
      and DirectorFrederick
      Smithline
                      
                      27,365
                      
                      DirectorSusan
      Smithline
                      
                      27,365
                      
                      Stockholder
      (spouse of Frederick Smithline)Pervez
      Ahmed
                      
                      7,297
                      
                      Special
      AdvisorChandru
      Jagwani
                      
                      43,784
                      
                      Special
      AdvisorLotus
      Capital LLC
                      
                      72,973
                      
                      Stockholder
      (majority-owned by LM Singh)Canak
      Associates LLC
                      
                      47,432
                      
                      Stockholder
      (50%-owned by Chandru
Jagwani)
 
 The
holders of our 1,125,000 founding shares are entitled to registration rights
pursuant to an agreement to be signed prior to the effective date of the
Offering. The holders of the majority of these securities and their transferees
are each entitled to make up to one demand that we register the securities owned
by them. The holders of the majority of these securities can elect to exercise
these registration rights at any time after the date on which the securities are
released from escrow. In addition, these holders have certain “piggy-back” registration
rights on registration statements filed subsequent to such date. Also, TSP Ltd.
will be entitled to demand and “piggy-back” registration
rights with respect to the private warrants and the shares of common stock
underlying the private warrants at any time after we complete a business
combination.
  Our
existing stockholders have waived their rights to participate in any liquidation
distribution with respect to their founding shares but not with respect to any
shares of common stock acquired in connection with or following this offering.
In connection with the vote required for our initial business combination, all
of our existing stockholders have agreed to vote their respective founding
shares in accordance with the majority of the shares of common stock voted by
the public stockholders. Our existing stockholders have agreed to vote all the
shares of our common stock acquired this offering or in the aftermarket in favor
of a business combination. Our existing stockholders will not have any of the
conversion rights attributable to their shares.
  We will
reimburse our officers, directors and special advisors for any out-of-pocket
business expenses incurred by them in connection with certain activities on our
behalf, such as identifying and investigating possible target businesses and
business combinations. Subject to availability of proceeds not placed in the
trust account and interest income, net of income taxes, available to us from the
trust account, there is no limit on the amount of accountable out-of-pocket
expenses reimbursable by us. We have agreed with the underwriters that our board
of directors will review and approve all expense reimbursements made to our
officers, directors and special advisors.
  We have
agreed to pay Lotus Capital LLC a monthly fee of $7,500 for general and
administrative services, including office space, utilities and secretarial
support. We believe that, based on rents and fees for similar services in the
New York metropolitan area, the fee charged by Lotus Capital LLC is at least as
favorable as we could have obtained from an unaffiliated third party. This
agreement commenced on the date of our prospectus and continue until 24 months
after the completion of our initial public offering, as we have entered into a
binding letter of intent with a target company.
  Other
than reimbursable out-of-pocket expenses payable to our officers, directors and
special advisors, the general and administrative services arrangement with Lotus
Capital LLC, no compensation or fees of any kind, including finder’s and
consulting fees, will be paid to any of our existing stockholders who owned our
common stock prior to this offering, or to any of their respective affiliates
for services rendered to us prior to or with respect to the business
combination.
  28
  All
ongoing and future transactions between us and any of our officers, directors
and existing stockholders or their respective affiliates, including loans by our
officers, directors and existing stockholders, will be on terms believed by us
to be no less favorable than are available from unaffiliated third parties, and
such transactions or loans, including any forgiveness of loans, will require
prior approval, in each instance, by a majority of our uninterested “independent” directors or
the members of our board who do not have an interest in the transaction, in
either case who have access, at our expense, to our attorneys or independent
legal counsel.
  Director
Independence
  Information
relating to the independence of our directors is set forth in Item 10 of this
Annual Report on Form 10-K.
  Item 15.  PRINCIPAL ACCOUNTING FEES AND
SERVICES
  On January 31,
2008, TransTech Services Partners Inc. (the “Company”) was notified that
the partners of Goldstein Golub Kessler LLP (“GGK”), the Company’s
independent registered public accounting firm, became partners of
McGladrey & Pullen, LLP (“M&P”) pursuant to the terms of a limited
asset purchase agreement and that, as a result thereof, GGK has resigned as the
independent registered public accounting firm for the
Company.  McGladrey & Pullen, LLP was subsequently engaged as
the Company’s
new independent registered public accounting firm on February
6, 2008.
  The firm
of Goldstein Golub Kessler LLP (“GGK”) acted as our principal accountant. 
GGK had a continuing relationship with RSM McGladrey, Inc. (“RSM”), from which
it leased auditing staff who are full time, permanent employees of RSM and
through which its partners provide non-audit services.  GGK had no full
time employees and therefore, none of the audit services performed were provided
by permanent full time employees of GGK. GGK managed and supervised the audit
staff, and is exclusively responsible for the opinion rendered in connection
with their examination.
  Other
services, which consist of tax return preparation services and do not include
Financial Information Systems Design and Implementation Fees have been
provided by RSM an affiliate of McGladrey & Pullen, LLP.
  Audit
Fees
  During
the fiscal year ended December 31, 2007, fees paid to our then independent
registered public accounting firm, GGK, were approximately $48,500 for the
services they performed in connection with our initial public offering,
including the financial statements included in the Form 10-Q filed for the
quarters ending June 30, 2007 and September 30, 2007 and the financial
statements included in the Current Report on Form 8-K filed with the Securities
and Exchange Commission on June 5, 2007.
  McGladrey
&Pullen’s fees for the audit of our 2007 financial statements were
approximately $32,500.
 The fees
for services provided by M&P in 2008 which include reviews of our interim
financial statements included in our Form 10-Q for the first three quarters of
2008 were approximately $31,500 and estimated fees for the audit of our 2008
financial statements of $23,000.
  Tax
Fees
  There
were no fees billed by GGK for professional services rendered during the fiscal
year ended December 31, 2007 for tax compliance, tax advice and tax
planning.
  We
incurred fees of $5,167 from RSM in 2008 for tax compliance services relating to
our corporate income tax returns for the year ended December 31,
2007.
  All
Other Fees
  There
were no fees billed by GGK or M&P for other professional services rendered
during the fiscal year ended December 31, 2007 or December 31,
2008.
  29
  
 Item 16.  EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES
 
 Exhibit
Index
 
 Exhibit
      No.
                    
                    Description31.1
                    
                    Chief
      Executive Officer's Certificate pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
                    
                    Chief
      Financial Officer's Certificate pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
                    
                    Chief
      Executive Officer's Certificate, pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
                    
                    Chief
      Financial Officer's Certificate, pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
 
 * Incorporated by
reference to the Registrant’s
Registration Statement on Form S-1 (File No. 333-138080).
  30
 
 SIGNATURES
 
 In
accordance with the requirements of the Exchange Act, the registrant causes
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 TRANSTECH
      SERVICES PARTNERS, INC.By:
                                  /s/
      Suresh RajpalDate: April
      1,
      2009
                                  
                                  Suresh
      Rajpal
                                    Chief
      Executive
Officer
 In
accordance with the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
 
 /s/
      Suresh Rajpal
                                                                      
                                                                      4/1/09
                                                                      
                                                                      /s/
      LM Singh
                                                                      
                                                                      4/1/09Suresh
      Rajpal
                                                                      
                                                                      Date
                                                                      
                                                                      LM
      Singh
                                                                      
                                                                      DateChief
      Executive Officer, President
                                                                        and
      Chairman of the Board
                                                                      
                                                                      
                                                                      
                                                                      Chief
      Financial Officer,
                                                                        Executive
      Vice President,
                                                                        Treasurer,
      Secretary and
                                                                        Director/s/
      Frederick Smithline
                                                                      
                                                                      4/1/09
                                                                      
                                                                      /s/Dr.
      Ranga C Krishna
                                                                      
                                                                      4/1/09Frederick
      Smithline
                                                                      
                                                                      
                                                                      
                                                                      Dr.
      Ranga C Krishna
                                                                      
                                                                      DateDirector
                                                                      
                                                                      
                                                                      
                                                                      Director/s/
      Hemant Sonawala
                                                                      
                                                                      4/1/09Hemant
      Sonawala
                                                                      
                                                                      DateDirector
  31