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, 2007**




**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 Code**212-629-3710
              
              **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
o  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
o  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
o




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. o















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 o
              Accelerated
                  filer oNon-accelerated
                  filer o
              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
o




As
      of
      March 18, 2008 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 June 30,
      2007
      was approximately $35,037,288.




**DOCUMENTS
      INCORPORATED BY
      REFERENCE:       None**









INDEX
      TO
      ANNUAL REPORT ON FORM 10-K FILED WITH




THE
      SECURITIES AND EXCHANGE COMMISSION




YEAR
      ENDED DECEMBER 31, 2007




ITEMS
      IN FORM 10-K


**PAGE**PART
                  I
              
              
              
              1ITEM
                  1.
              
              BUSINESS
              
              1ITEM
                  1A.
              
              RISK
                  FACTORS
              
              4ITEM
                  1B.
              
              UNRESOLVED
                  STAFF COMMENTS.
              
              17ITEM
                  2.
              
              PROPERTIES.
              
              17ITEM
                  3.
              
              LEGAL
                  PROCEEDINGS.
              
              17ITEM
                  4.
              
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS.
              
              17PART
                  II.
              
              
              
              18ITEM
                  5.
              
              MARKET
                  FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
                  PURCHASES OF EQUITY SECURITIES.
              
              18ITEM
                  6.
              
              SELECTED
                  FINANCIAL DATA.
              
              19ITEM
                  7.
              
              MANAGEMENT’S
                  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                  OPERATIONS.
              
              20ITEM
                  7A.
              
              QUANTITATIVE
                  AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              
              21ITEM
                  8.
              
              FINANCIAL
                  STATEMENTS AND SUPPLEMENTARY DATA
              
              22ITEM
                  9.
              
              CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTING AND FINANCIAL
                  DISCLOSURE
              
              34ITEM
                  9A(T).
              
              CONTROLS
                  AND PROCEDURES
              
              35ITEM
                  9B.
              
              OTHER
                  INFORMATION
              
              36PART
                  III
              
              
              
              37ITEM
                  10.
              
              DIRECTORS,
                  EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
              
              37ITEM
                  11.
              
              EXECUTIVE
                  COMPENSATION
              
              41ITEM
                  12.
              
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                  STOCKHOLDER MATTERS
              
              41ITEM
                  13.
              
              CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
                  INDEPENDENCE.
              
              44ITEM
                  14.
              
              PRINCIPAL
                  ACCOUNTING FEES AND SERVICES
              
              45ITEM
                  15.
              
              EXHIBITS
                  AND FINANCIAL STATEMENT SCHEDULES
              
              47







**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
      with each unit entitling the holder to purchase one share of the Company’s
      common stock at $5.00 per share and one warrant 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 theenhancedproductivity associated with the delivery of services by offshore
                personnel and technology upgrades;




·
            experience
                and skill ofmanagementand availability of additional
                personnel;




·
            capital
                requirements;




·
            competitiveposition;




·
            barriers
                to entryintothe industry;




·
            breadth
                of services offered;




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




·
            regulatoryenvironment;
                and




·
            costs
                associatedwitheffecting the business combination.




1




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




Management
      has agreed that approximately $7.88 per Unit sold in our Offering is held 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 $7.61 per share calculated based on $7.88 per Unit held in the
      Trust Account as of December 31, 2007, less $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,
      2007. 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.




If
      the
      Company does not execute a letter of intent, agreement in principle or
      definitive agreement for a Business Combination prior to 18 months from the
      date
      of the Offering, 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. If, however, a letter
      of intent, agreement in principle or definitive agreement for a Business
      Combination has been executed prior to 18 months from the date of the Offering,
      the Company will abandon their plan of dissolution and distribution and seek
      the
      consummation of that Business Combination. If a proxy statement seeking the
      approval of the Company's stockholders for that Business Combination has not
      been filed prior to 24 months from the date of the Offering, 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 there is no Business Combination within
      the
      18 and 24-month deadlines (the “Target Business Combination Period”), the
      Company will dissolve and distribute to its Public Stockholders, in proportion
      to their respective equity interests, the amount held in the Trust Account,
      and
      any remaining net assets, after the distribution of the Trust Account. 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.




2




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.




**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
      three 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.




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.**




We
      are a
      recently incorporated development stage company with no operating results to
      date. 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 a business combination with one or more 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 18 months after the
      completion of the Offering within 24 months after the completion of the Offering
      if a letter of intent, agreement in principle or a definitive agreement has
      been
      executed within 18 months after the completion of the Offering and the business
      combination relating thereto has not yet been completed within such 18-month
      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.




***The
      terms on which we may effect a business combination can be expected to become
      less favorable as we approach our eighteen and twenty four month
      deadlines.***




Pursuant
      to our amended and restated certificate of incorporation, we must adopt a plan
      of dissolution and liquidation and initiate procedures for our dissolution
      and
      liquidation and the distribution of our assets, including the funds held in
      the
      trust account, if we do not effect a business combination within 18 months
      after
      completion of the Offering (or within 24 months after the completion of the
      Offering if a letter of intent, agreement in principle or definitive agreement
      has been executed within 18 months after completion of the Offering and the
      business combination related thereto has not been completed within such 18-month
      period).  We have agreed with the trustee to promptly adopt a plan of
      dissolution and liquidation and initiate procedures for our dissolution and
      liquidation and the distribution of our assets, including the funds held in
      the
      trust account, upon expiration of the time periods set forth above.




Any
      entity with which we negotiate, or attempt to negotiate, a business combination,
      will, in all likelihood, be aware of these time limitations and can be expected
      to negotiate accordingly.  In such event, we may not be able to reach an
      agreement with any proposed target prior to such period and any agreement that
      is reached can be expected to be on terms less favorable to us than if we did
      not have the time period restrictions set forth above.  Additionally, as
      the 18 or 24 month time periods draw closer, we may not have the desired amount
      of leverage in the event any new information comes to light after entering
      into
      definitive agreements with any proposed target but prior to consummation of
      a
      business transaction.




4




***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 restated certificate 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;




·
            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 incorporation,
                including 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




5




***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 a business combination within 18 months after completion of the
      Offering (or within 24 months after the completion of the Offering if a letter
      of intent, agreement in principle or definitive agreement has been executed
      within 18 months after completion of the Offering and the business combination
      related thereto has not been completed within such 18-month
      period).




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
      account 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.




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.




6




***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 a business combination within 18 months after the consummation of
      the
      Offering (or within 24 months after the consummation of the Offering if certain
      extension criteria are satisfied). 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.




***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.




**Because
      there are numerous companies with a business plan similar to ours, it may be
      difficult for us to complete a business combination.**




Based
      upon publicly available information, approximately 156 similarly structured
      blank check companies that have completed initial public offerings since 2003
      and numerous others that have registration statements currently pending before
      the SEC. Of the blank check companies that have completed their public
      offerings, only 48 companies have consummated a business combination, while
      23
      other companies have announced they have entered into a definitive agreement
      for
      a business combination but have not consummated such business combination and
      another 13 have liquidated.




7




Accordingly,
      there are approximately 72 blank check companies with approximately $13.5
      billion in trust that are seeking to carry out a business plan similar to our
      business plan. While many of these companies are targeted towards specific
      industries in which they must complete a business combination, certain of these
      companies may consummate a business combination in any industry they choose.
      As
      a result, there may be significant demand for the types of privately-held
      companies that we target, which demand may limit the number of potential
      acquisition targets for us.




Further,
      because only 71 of such companies have either consummated a business combination
      or entered into a definitive agreement for a business combination, it may
      indicate that there are fewer attractive target businesses available to such
      entities or that many privately-held target businesses are not inclined to
      enter
      into these types of transactions with publicly-held blank check companies like
      ours. We cannot assure you we will be able to successfully compete for an
      attractive business combination. Additionally, because of this competition,
      we
      cannot assure you we will be able to effectuate a business combination within
      the prescribed time period. If we are unable to consummate a business
      combination within the prescribed time period, we will be forced to
      liquidate.




***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;




8




·
            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.




***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.




9




***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.
      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.




***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.




10




***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:




·
            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:




11




·
            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.




***W*** **e
      may be unable to obtain additional financing, if required, to complete a
      business combination or to fund the operations and growth of the target
      business, which could compel us to restructure the transaction or abandon a
      particular business combination.**




As
      we
      have not yet identified a target business, we cannot ascertain the capital
      requirements for any particular transaction. If the net proceeds of the Offering
      prove to be insufficient, either because of the size of the business combination
      or the depletion of the available net proceeds not held in trust (including
      interest earned on the trust account released to us for working capital) in
      search of a target business, or because we become obligated to convert into
      cash
      a significant number of shares from dissenting stockholders, we will 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 to complete a particular business
      combination, we would be compelled to restructure the transaction or abandon
      that particular business combination and seek an alternative target business
      candidate. In addition, if we complete a 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.***




We
      will
      dissolve and liquidate our trust account to our public stockholders if we do
      not
      complete a business combination within 18 months after the consummation of
      the
      Offering (or within 24 months after the consummation of the Offering if certain
      extension criteria are satisfied). 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.




12




**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.




13




***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.




14




***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:




·
            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.




15




***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.




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.




16




***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.




***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.**




None.




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




None.


17


**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
            
            Low2008:First
                Quarter
            
            $
            8.10
            
            $
            7.70
            
            $
            7.45
            
            $
            7.32
            
            $
            0.72
            
            $
            0.27(through
                March 28, 2008)2007: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
            
            $
            0.75




**Holders
      of Record**




As
      of
      March 28, 2008, there were of record, 10 holders of common stock, 2 of warrants
      and 1 of units.




**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
                ofSharesTSP
                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




18




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**
              
              **From
                  inception (August 16, 2006) to****December
                  31, 2007**
              
              **December
                  31, 2006****Statement
                  of Operations Data:**Income
                  (loss) from operations
              
              $
              646,525
              
              $
              (36,055
              )Interest
                  income
              
              
              955,642
              
              
              136Net
                  income (loss)
              
              
              438,786
              
              
              (36,055
              )*Earnings
                  per share data:*Weighted
                  average number of shares outstanding, basic and diluted
              
              
              4,161,575
              
              
              1,125,000Net
                  income (loss) per share, basic and diluted
              
              $
              0.11
              
              $
              (0.03
              )**Other
                  Financial Data:**Net
                  cash used in operating activities
              
              $
              (356,137
              )
              $
              (27,414
              )Cash
                  contributed to trust fund
              
              
              (40,754,500
              )
              
              -Net
                    proceeds from public offering allocable to stockholders' equity
                    (excluding
                    1,034,483 subject to conversion)
              
              
              30,139,212
              
              
              -Portion
                    of net proceeds from public offering allocable to Common Stock
                    subject to
                    conversion
              
              
              7,872,416
              
              
              -
  **Selected
                  Balance Sheet Data:**
              
              
              **December
                  31, 2007**
              
              
              **December
                  31, 2006**Cash
                  and cash equivalents
              
              
              666,186
              
              
              62,586Trust
                  fund
              
              
              40,770,899
              
              
              -Total
                  assets
              
              
              41,573,585
              
              
              370,835Common
                  stock subject to conversion
              
              
              7,872,416
              
              
              -Total
                  stockholders' equity
              
              
              31,997,561
              
              
              (11,055
              )
 19


**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.




We
      believe that we have sufficient available funds to complete our efforts to
      effect a business combination with an operating business.




**Results
      of Operations**




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
      loss
      for the period August 16, 2006 (inception) to December 31, 2006, of $36,055
      consisted of interest income on cash and cash equivalents of $136, offset by
      general and administrative expenses of $30,691, and $5,500 in formation costs.




Net
      income for the period August 16, 2006 (inception) to December 31, 2007, of
      $402,731 consisted of interest income on the Trust Fund investment of $951,594
      and interest on cash and cash equivalents of $4,184, offset by general and
      administrative expenses of $339,808 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 $207,739 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 $40.7 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.




20




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.




We
      believe that the working capital available to us, in addition to the funds
      available to us outside of the trust account will be sufficient to allow us
      to
      operate until November 30, 2008, assuming that a business combination is not
      consummated during that time. Over this time, we have estimated that up to
      $600,000 of working capital to cover expenses for legal, accounting and other
      expenses attendant to the due diligence investigations, structuring and
      negotiating of a business combination and up to $135,000 for the administrative
      fee ($7,500 per month for 18 months).




We
      do not
      believe we will need to raise additional funds in order to meet the expenditures
      required for operating our business. However, we may need to raise additional
      funds through a private offering of debt or equity securities if such funds
      are
      required to consummate a business combination that is presented to us. We would
      only consummate such a fund raising simultaneously with the consummation of
      a
      business combination.




Through
      December 31, 2007, $935,195 of interest income was released to the Company
      from
      the trust account of which $292,000 was withdrawn from the trust account for
      income tax obligations, leaving a balance of approximately $643,000 in 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**




Our
      contractual obligations are set forth in the following table as of December
      31,
      2007:




**Payment
                due by period****Less
                than 1**
            
            **1-3**
            
            **3-5**
            
            **More
                than****Total**
            
            **year**
            
            **years**
            
            **years**
            
            **5
                years****Contractual
                Obligations**Administrative
                services agreement (1)
            
            $
            80,806
            
            $
            80,806
            
            $
            -
            
            $
            -
            
            $
            -Total
            
            $
            80,806
            
            $
            80,806
            
            $
            -
            
            $
            -
            
            $
            -




(1)
      We
      are obligated, beginning May 23, 2007, to pay an affiliate of one of our
      sponsors a monthly fee of $7,500 for office and administrative services. This
      arrangement is for our benefit and is not intended to provide compensation
      in
      lieu of a salary. An amount of $54,194 is included in general and administrative
      expenses on the accompanying statement of operations for the year ended December
      31, 2007, pursuant to this arrangement.




**I** **tem
      7A.**  **QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**




None.




21




**Item
      8.**  **FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA**




**TRANSTECH
      SERVICES PARTNERS INC.**




**INDEX
      TO FINANCIAL STATEMENTS**




**Pages**Reports
                of Independent Registered Public Accounting Firm
            
            
            F-2Financial
                Statements:Balance
                Sheets, December 31, 2007 and 2006
            
            
            F-3Statements
                of Operations, for the year ended December 31, 2007, the period from
                August 16, 2006 (inception) to December 31, 2006 and the period from
                August 16, 2006 (inception) to December 31, 2007
            
            
            F-4Statements
                of Stockholders’ Equity, from August 16, 2006 (inception) to December 31,
                2007
            
            
            F-5Statements
                of Cash Flows, for the year ended December 31, 2007, the period from
                August 16, 2006 (inception) to December 31, 2006 and the period from
                August 16, 2006 (inception) to December 31, 2007
            
            
            F-6Notes
                to Financial Statements
            
            
            F7-F14





22


**REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 To
        the
        Board of Directors and Stockholders
 TransTech
        Services Partners Inc.
 
 We
        have
        audited the accompanying balance sheet of TransTech Services Partners Inc.
        (a
        development stage company) (the “Company”) as of December 31, 2007 and the
        related statements of operations, stockholders’ equity and cash flows for the
        year then ended and the amounts included in the cumulative columns in the
        statements of operations and cash flows for the year ended December 31, 2007.
        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 financial position of TransTech Services Partners
        Inc. as
        of December 31, 2007, and the results of its operations and its cash flows
        for the year then ended, in conformity with U.S. generally accepted accounting
        principles.
 
 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 .
        will
        face a mandatory liquidation by November 30, 2008 if a letter of intent for
        a
        business combination is not executed, which raises substantial doubt about
        its
        ability to continue as a going concern. Management's efforts to achieve a
        business combination are described in Note 1. The financial statements do
        not
        include any adjustments that might result from the outcome of this
        uncertainty.
 
 */s/
        McGladrey & Pullen, LLP*
 
 **McGLADREY
        & PULLEN, LLP**
 New
        York,
        New York
 
 April
          3,
          2008


**REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
   Board
        of
        Directors and Stockholders
 TransTech
        Services Partners Inc.
  We
        have
        audited the accompanying balance sheet of TransTech Services Partners Inc.
        (a
        corporation in the development stage) as of December 31, 2006, and the
        related statements of operations, stockholders’ deficit and cash flows for the
        period from August 16, 2006 (inception) to December 31, 2006 and the
        period included in the cumulative columns from August 16, 2006 (date of
        inception) 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 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 financial position of TransTech Services Partners
        Inc. as
        of December 31, 2006, and its results of operations and its cash flows for
        the period from August 16, 2006 (inception) to December 31, 2006, in
        conformity with United States generally accepted accounting
        principles.
    */s/
        Goldstein Golub Kessler LLP*
  GOLDSTEIN
        GOLUB KESSLER LLP
  New
        York,
        New York
  
 June
        1,
        2007


23


**TRANSTECH
      SERVICES PARTNERS INC.**




**(a
      corporation in the development stage)**




**BALANCE
      SHEETS**




December
                31, 2007
            
            December
                31, 2006**CURRENT
                ASSETS:**Cash
                and cash equivalents
            
            $
            666,186
            
            $
            62,586Investments
                held in Trust (Note 1)
            
            
            40,770,899
            
            
            -Prepaid
                expenses
            
            
            31,646
            
            
            -Total
                current assets
            
            
            41,468,731
            
            
            62,586Deferred
                tax assets
            
            
            104,854
            
            
            -Deferred
                registration costs
            
            
            -
            
            
            308,249**TOTAL
                ASSETS**
            
            $
            41,573,585
            
            $
            370,835**LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIENCY)****CURRENT
                LIABILITIES:**Deferred
                underwriting fee (Note 5)
            
            $
            1,372,500
            
            $
            -Accrued
                registration costs
            
            
            29,297
            
            
            214,197Accrued
                expenses
            
            
            103,217
            
            
            7,162Income
                taxes payable
            
            
            198,594
            
            
            -Due
                to affiliate
            
            
            -
            
            
            34,052Note
                payable to intial stockholders, including related interest
            
            
            -
            
            
            126,479Total
                current liabilities
            
            
            1,703,608
            
            
            381,890**COMMON
                STOCK SUBJECT TO POSSIBLE CONVERSION**(1,034,483
                - shares at conversion value) (Note 1)
            
            
            7,872,416
            
            
            -**COMMITMENTS**(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) and 1,125,000 shares issued and outstanding
            
            
            630
            
            
            112Additional
                paid-in capital
            
            
            31,594,200
            
            
            24,888Earnings
                (Deficit) accumulated in the development stage
            
            
            402,731
            
            
            (36,055
            )**TOTAL
                STOCKHOLDERS' EQUITY (DEFICIENCY)**
            
            
            31,997,561
            
            
            (11,055
            )TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
            
            $
            41,573,585
            
            $
            370,835




See
      notes
      to financial statements.


24




**TRANSTECH
      SERVICES PARTNERS INC.**




**(a
      corporation in the development stage)**




**STATEMENTS
      OF OPERATIONS**




**From
                inception**
            
            **From
                inception****(August
                16, 2006)**
            
            **(August
                16, 2006)****For
                the year ended**
            
            **to**
            
            **to****December
                31, 2007**
            
            **December
                31, 2006**
            
            **December
                31, 2007**Interest
                income
            
            $
            4,048
            
            $
            136
            
            $
            4,184Interest
                income on Trust Fund
            
            
            951,594
            
            
            -
            
            
            951,594Total
                revenue
            
            
            955,642
            
            
            136
            
            
            955,778**Operating
                expenses:**General
                and administrative expenses
            
            
            309,117
            
            
            30,691
            
            
            339,808Formation
                costs
            
            
            -
            
            
            5,500
            
            
            5,500Total
                operating expenses
            
            
            (309,117
            )
            
            (36,191
            )
            
            (345,308
            )**Income
                (loss) before provision for income taxes**
            
            
            646,525
            
            
            (36,055
            )
            
            610,470**Provision
                for income taxes**
            
            
            207,739
            
            
            -
            
            
            207,739**Net
                income (loss)**
            
            $
            438,786
            
            $
            (36,055
            )
            $
            402,731**Weighted
                average number of shares outstanding;**basic
                and diluted
            
            
            4,161,575
            
            
            1,125,000
            
            
            3,458,368**Net
                income (loss) per share,**basic
                and diluted
            
            $
            0.11
            
            $
            (0.03
            )
            $
            0.12




See
      notes
      to financial statements.


25




**TRANSTECH
      SERVICES PARTNERS INC.**




**(a
      corporation in the development stage)**




**STATEMENTS
      OF STOCKHOLDERS' EQUITY**




Earnings
                (Deficit)
            
            TotalCommon
                stock
            
            Additional
            
            Accumulated
                in the Development
            
            Stockholders'
                EquityShares
            
            Amount
            
            Paid-In
                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 throughpublic
                offering and over-allotmentnet
                of underwriter's discount andoffering
                expenses and excluding$7,872,416
                of proceedsallocable
                to 1,034,483 sharesof
                common stock subject topossible
                conversion
            
            
            5,175,000
            
            
            518
            
            
            30,139,212
            
            
            -
            
            
            30,139,730Net
                income
            
            
            -
            
            
            -
            
            
            -
            
            
            438,786
            
            
            438,786**Balance,
                December 31, 2007**
            
            
            6,300,000
            
            $
            630
            
            $
            31,594,200
            
            $
            402,731
            
            $
            31,997,561


See
      notes
      to condensed financial statements




26


**TRANSTECH
      SERVICES PARTNERS INC.**




**(a
      corporation in the development stage)**




**STATEMENTS
      OF CASH FLOWS**


**From
                  inception**
              
              **From
                  inception****(Augst
                  16, 2006)**
              
              **(Augst
                  16, 2006)****For
                  the year ended**
              
              **to**
              
              **to****December
                  31, 2007**
              
              **December
                  31, 2006**
              
              **December
                  31, 2007****OPERATING
                  ACTIVITIES**Net
                  income (loss)
              
              $
              438,786
              
              $
              (36,055
              )
              $
              402,731Adjustments
                  to reconcile net income (loss) to net cash provided by (used in)
                  operating
                  activities:Interest
                  earned on investment held in trust
              
              
              (951,594
              )
              
              -
              
              
              (951,594
              )Changes
                  in operating assets and liabilities:Prepaid
                  expenses
              
              
              (31,646
              )
              
              -
              
              
              (31,646
              )Deferred
                  tax assets
              
              
              (104,854
              )
              
              -
              
              
              (104,854
              )Accrued
                  expenses
              
              
              96,056
              
              
              7,162
              
              
              103,218Accrued
                  interest on notes payable to initial stockholders
              
              
              (1,479
              )
              
              1,479
              
              
              -Income
                  taxes payable
              
              
              198,594
              
              
              -
              
              
              198,594**Net
                  cash used in operating activities**
              
              
              (356,137
              )
              
              (27,414
              )
              
              (383,551
              )**INVESTING
                  ACTIVITIES**Purchases
                  of investments held in Trust Fund
              
              
              (40,754,500
              )
              
              -
              
              
              (40,754,500
              )Maturities
                  of investments held in Trust Fund
              
              
              935,195
              
              
              -
              
              
              935,195**Net
                  cash used in investing activities**
              
              
              (39,819,305
              )
              
              -
              
              
              (39,819,305
              )**FINANCING
                  ACTIVITIES**Proceeds
                  from issuance of common stock to initial stockholders
              
              
              -
              
              
              25,000
              
              
              25,000Advances
                  from affiliate
              
              
              -
              
              
              34,052
              
              
              34,052Payment
                  of advances from affiliate
              
              
              (34,052
              )
              
              -
              
              
              (34,052
              )Proceeds
                  from notes payable to initial stockholders
              
              
              -
              
              
              125,000
              
              
              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
              )
              
              (94,052
              )
              
              (1,986,058
              )**Net
                  cash provided by financing activities**
              
              
              40,779,042
              
              
              90,000
              
              
              40,869,042**Net
                  increase in cash and cash equivalents**
              
              
              603,600
              
              
              62,586
              
              
              666,186**Cash
                  and Cash Equivalents**Beginning
                  of period
              
              
              62,586
              
              
              -
              
              
              -End
                  of period
              
              $
              666,186
              
              $
              62,586
              
              $
              666,186**Supplemental
                  disclosure of non-cash financing activities and cash flows
                  information**Cash
                  paid for income taxes
              
              $
              114,000
              
              $
              -
              
              $
              -Accrued
                  registration costs
              
              $
              29,297
              
              $
              214,197
              
              $
              29,297Accrual
                  of deferred underwriting fees
              
              $
              1,372,500
              
              $
              -
              
              $
              1,372,500
 See
        notes
        to condensed financial statements.  27


**TRANSTECH
      SERVICES PARTNERS INC.**




**(a
      corporation in the development stage)**




**NOTES
      TO FINANCIAL STATEMENTS**




**Note
      1 -- Discussion of the Company's Activities**




**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 believes it will have sufficient working capital to fund its current
      operations through November, 2008. However, if the Company does not execute
      a
      letter of intent, agreement in principle or definite agreement by November,
      2008, and if the business combination has not been completed by May, 2009,
      we
      will be forced to liquidate. Our efforts have been directed towards searching
      for a target Company. We believe that our current cash on hand is sufficient
      to
      fund our operations for the next twelve months.




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
      (Note 6).




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 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 $7.61 per share calculated based on
      $7.88
      per Unit held in the Trust Account as of December 31, 2007, less $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, 2007. 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.




28




If
      the
      Company does not execute a letter of intent, agreement in principle or
      definitive agreement for a Business Combination prior to 18 months from the
      date
      of the Offering, 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. If, however, a letter
      of intent, agreement in principle or definitive agreement for a Business
      Combination has been executed prior to 18 months from the date of the Offering,
      the Company will abandon their plan of dissolution and distribution and seek
      the
      consummation of that Business Combination. If a proxy statement seeking the
      approval of the Company's stockholders for that Business Combination has not
      been filed prior to 24 months from the date of the Offering, 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 there is no Business Combination within
      the
      18 and 24-month deadlines (the “Target Business Combination Period”), the
      Company will dissolve and distribute to its Public Stockholders, in proportion
      to their respective equity interests, the amount held in the Trust Account,
      and
      any remaining net assets, after the distribution of the Trust Account. 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
      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.




**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 8).




29




**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, 2007
      is
      invested in U.S. Government Securities. The Company recognized interest income
      of $951,594 for the year ended December 31, 2007, $0 from inception (August
      16,
      2006) to December 31, 2006 and $951,594 from inception (August 16, 2006) to
      December 31, 2007 which is included on the accompanying statements of
      operations.


**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
              
              
              951,594**Balance
                  at December 31, 2007**
              
              $
              40,770,899




**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 8, 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.




**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, 2008, and for interim
      periods within those fiscal years. The Company will evaluate the potential
      impact, if any, of the adoption of SFAS No. 157 on its financial position,
      results of operations and cash flows.




30




In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
      for Financial Assets and Financial Liabilities — including an amendment of FASB
      Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits
      entities to elect to measure many financial instruments and certain other items
      at fair value. Upon adoption of SFAS No. 159, an entity may elect the fair
      value option for eligible items that exist at the adoption date. Subsequent
      to
      the initial adoption, the election of the fair value option should only be
      made
      at initial recognition of the asset or liability or upon a remeasurement event
      that gives rise to new-basis accounting. SFAS No. 159 does not affect any
      existing accounting literature that requires certain assets and liabilities
      to
      be carried at fair value nor does it eliminate disclosure requirements included
      in other accounting standards. SFAS No. 159 is effective for fiscal years
      beginning after November 15, 2007 and may be adopted earlier but only if
      the adoption is in the first quarter of the fiscal year. The company will
      evaluate the potential impact, if any, of the adoption of SFAS No. 159.




In
      December 2007, the FASB issued SFAS 141 (revised 2007), *Business
      Combinations,* (“SFAS
      141(R)”). SFAS 141(R) retains the fundamental requirements of the original
      pronouncement requiring that the purchase method be used for all business
      combinations, but also provides revised guidance for recognizing and measuring
      identifiable assets and goodwill acquired and liabilities assumed arising from
      contingencies, the capitalization of in-process research and development at
      fair
      value, and the expensing of acquisition-related costs as incurred. SFAS 141(R)
      is effective for fiscal years beginning after December 15, 2008. In the event
      that the Company completes acquisitions subsequent to its adoption of SFAS
      141
      (R), the application of its provisions will likely have a material impact on
      the
      Company’s results of operations, although the Company is not currently able to
      estimate that impact.




In
      December 2007, the FASB issued SFAS 160, *Noncontrolling
      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 noncontrolling 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 noncontrolling 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.
      The Company does not expect the adoption of SFAS 160 to have a material impact
      on its financial condition or results of operations.




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 $207,739 was recorded for the year ended December 31,
      2007. 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.  No provision for state and local income taxes has been made
      since the Company was formed as a vehicle to affect a Business Combination
      and
      does not conduct operations and is not engaged in a trade or business in any
      state. Deferred tax asset relates to expenses recorded for book purposes that
      are not immediately deductible for tax purposes.




The
      provision for income taxes for the period ended December 31, 2007 consists
      of
      the following:


31







CurrentFederal
            
            $
            312,593State
            
            
            -312,593DeferredFederal
            
            
            (104,854
            )State
            
            
            -(104,854
            )$
            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.




A
      reconciliation of the statutory U.S. federal income tax rate to the Company's
      effective tax was as follows:




**2007**Statutory
                U.S. rate (benefit)
            
            
            34.0
            %Change
                in valuation allowance
            
            
            -1.9
            %32.1
            %


**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 will be 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.




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, 2007, for the period August 16, 2006 (inception)
      to December 31, 2006 and for the period August 16, 2006 (inception) to December
      31, 2007, $54,194, $0 and $54,194, respectively is included in general and
      administrative costs on the accompanying statements of operations. The term
      of
      the agreement is 18 months and expires on November 30, 2008.




***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 Company paid
      $1,350,000 of the underwriting discounts upon closing of the Offering and
      $175,500 upon closing of the underwriters' over-allotment exercise on June
      13,
      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, 2007.




32




**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.




***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.




33




***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).




***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
      -- Summarized Quarterly Information**




The
      Company’s unaudited condensed quarterly financial information is as follows for
      the interim quarter ended:







34




**Quarter
                Ended****December
                31, 2007**
            
            **September
                30, 2007**
            
            **June
                30, 2007**
            
            **March
                31, 2007****YEAR
                ENDED DECEMBER 31, 2007**Interest
                income
            
            $
            389,349
            
            $
            406,996
            
            $
            159,297
            
            $
            -Formation
                and operating costs
            
            
            (96,673
            )
            
            (135,726
            )
            
            (64,059
            )
            
            (12,659
            )Net
                income before provision for taxes
            
            
            292,676
            
            
            271,270
            
            
            95,238
            
            
            (12,659
            )Provision
                for taxes
            
            
            (79,389
            )
            
            (112,532
            )
            
            (15,818
            )
            
            -Net
                income attributable to common stockholders
            
            $
            213,287
            
            $
            158,738
            
            $
            79,420
            
            $
            (12,659
            )Weighted
                average common shares outstanding
            
            
            6,300,000
            
            
            6,300,000
            
            
            2,840,934
            
            
            1,125,000Basic
                and diluted net income per share
            
            $
            0.03
            
            $
            0.03
            
            $
            0.03
            
            $
            (0.01
            )




**August
                16, 2006****(inception)
                to****December
                31, 2007****FROM
                INCEPTION TO DECEMBER 31, 2006**Interest
                income
            
            $
            955,778Formation
                and operating costs
            
            
            (345,308
            )Net
                income (loss) before provision for taxes
            
            
            610,470Provision
                for taxes
            
            
            207,739Net
                income (loss)
            
            
            402,731Accretion
                of Trust Fund relating to common stock subject to possible
                conversion
            
            
            -Net
                income (loss) attributable to common stockholders
            
            $
            402,731Weighted
                average common shares outstanding
            
            
            3,458,368Basic
                and diluted net income per share
            
            $
            0.12




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.




As
      required by Rules 13a-15 and 15d-15 under the Exchange Act, our principal
      executive officer and our principal financial officer carried out an evaluation
      of the effectiveness of the design and operation of our disclosure controls
      and
      procedures as of December 31, 2007. Based upon their evaluation, they
      concluded that our disclosure controls and procedures were effective.




Our
      internal control over financial reporting is a process designed by, or under
      the
      supervision of, our principal executive officer and principal financial officer
      and effected by our board of directors, management and other personnel, to
      provide reasonable assurance regarding the reliability of our financial
      reporting and the preparation of our financial statements for external purposes
      in accordance with generally accepted accounting principles (United States).
      Internal control over financial reporting includes policies and procedures
      that
      pertain to the maintenance of records that in reasonable detail accurately
      and
      fairly 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 (United States), 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.




35




**Management
      Report on Internal Control Over Financial Reporting**




**** This
      annual report does not include a report of management’s assessment regarding
      internal control over financial reporting or an attestation report of the
      Company’s registered public accounting firm due to the transition period
      established by rules of the Securities and Exchange Commission for newly public
      companies.




**Change
      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.




**Item
      9B.**  **OTHER
      INFORMATION**




None.


36


**PART
      III**




**Item
      10.**  **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
      the Company:




*Name*
            
            *Age*
            
            *Title*Suresh
                Rajpal
            
            64
            
            Chief
                Executive Officer, President & Chairman of the
                BoardLM
                Singh
            
            42
            
            Chief
                Financial Officer, Executive Vice President, Treasurer, Secretary
                and
                DirectorGraham
                Norton-Standen
            
            51
            
            Director
                of Strategy and DirectorFrederick
                Smithline
            
            76
            
            DirectorHemant
                Sonawala
            
            70
            
            DirectorChandru
                Jagwani
            
            63
            
            Special
                AdvisorPervez
                A. Ahmed
            
            59
            
            Special
                Advisor




***Suresh
      Rajpal*** has 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 which include Chairman of the Board of Directors of
      GISIL Ltd., which specializes in designing and building device optimizing
      technologies for embedded computing devices and Nirvana Consulting Ltd. a firm
      that provides consulting services in good corporate governance. Mr. Rajpal
      is an Electrical Engineer from the Benaras Hindu University, India and earned
      his MBA from York University, Toronto, Canada.




***LM
      Singh*** has 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, 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.




37




In
      February 2005, Mr. Singh co-founded FiNoble Advisors Ltd, New Delhi, India,
      an
      investment and advisory firm providing investment banking, India entry, asset
      management services and since inception has been a partner in the firm’s asset
      management practice, FiNoble Lotus Management Advisors Ltd. which specializes
      in
      creating alternative investment opportunities for overseas investors that seek
      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 countryhead 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).




***Graham
      Norton-Standen*** has been
      a director of our company and our Director of Strategy since September 25,
      2006.
      Since 2002, Mr. Norton-Standen has been the Chairman and Chief Executive
      Officer of Applied Intelligence Group, a consulting firm focused on providing
      brokering, information technology, business transformation and structured
      investment services covering Europe, North America and Asia Pacific. From 1999
      through 2002, as the Chief Executive Officer of Gartner International, a leading
      technology-related research and consulting service provider,
      Mr. Norton-Standen was responsible for all of the company’s business
      outside the United States and was instrumental in restructuring the company.
      From 1995 through 1999, Mr. Norton-Standen served at various senior level
      positions at EDS, a Fortune 500 service provider, with a portfolio that includes
      information-technology, applications and business process services. He was
      President, Strategic Growth Market, EDS (1998-99), the Group Managing Director,
      Emerging Markets of EDS (1996 to 1998), Managing Director of the Wireless
      Division Europe (1995 to 1996) and the Managing Director of the EDS
      Communications and Media Division in 1995. Prior to joining EDS,
      Mr. Norton-Standen worked for Digital Equipment Corporation in the Energy
      and Utilities sector from 1987 to 1994. During this period, he became the head
      of business development, which included guiding a number of U.K., European
      and
      Asia Pacific utilities companies on IT issues in the critical run-up to
      privatization in 1989. From 1994 to 1995, he was Director of the Mega Deal
      Group.




Mr. Norton-Standen
      has served as board member and/or corporate advisor to a number of professional
      and government bodies including the European Commission, the World Energy
      Council, the Centre for European Policy Studies and the Governments of Sweden
      and Australia in the run up to privatization of certain industries. He also
      served as a board member to the United States Trade and Investment Council
      based
      in Brussels. He is currently on the board of Educational Adventures “Danger
      Rangers” in the United States, a U.S. cartoon company, focused on child safety,
      E-Pocket, an electronic payments company, Global Sterling Payments Systems
      (Canada) & (UK) and is an Advisor to IntegraSP.UK, a provider of seamless
      technology integration solutions.




***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.




38




***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.




**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




**** **Director
      Independence**




Our
      board
      of directors has determined that Hemant S. Sonawala and Frederick Smithline
      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.




39




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.




·
            Perform
                an annual evaluation of the Audit Committee.




**Compensation
      Committee Interlocks and Insider Participation**




40




****  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, 2007.




**Item
      11.**  **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
      12.**  **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.




41




**Name
                and Address of Beneficial Owner(1)**
            
            
            **Amount
                and Nature of Beneficial Ownership(2)**
            
            
            **Approximate
                  Percentage of Outstanding Common
                  Stock**TSP
                Ltd.(4)
              c/o
                Canon’s Court
              22
                Victoria Street
              Hamilton
                HM 12
              Bermuda
            
            
            533,919
            
            
            9.5
            %Suresh
                Rajpal(5)
            
            
            789,324
            
            
            14.0
            %LM
                Singh(5)
            
            
            716,352
            
            
            12.7
            %Graham
                Norton-Standen
            
            
            0
            
            
            —Frederick
                Smithline(6)
              Three
                Park Avenue, 16thFloor
              New
                York, New York 10016
            
            
            54,730
            
            
            1.0
            %Hemant
                Sonawala
              69/A.L.
                Jagmohandas Marg.
              Bombay,
                India 400 006
            
            
            0
            
            
            —Chandru
                Jagwani(7)
            
            
            91,216
            
            
            1.6
            %Polar
                Securities Inc.(9)
              372
                Bay Street, 21stFloor
              Toronto,
                Ontario M5H 2W9, Canada
            
            
            591,300
            
            
            9.4
            %Platinum
                Partners Value Arbitrage Fund LP(10)
              152
                West 57thStreet, 54thFloor
              New
                York, NY 10019
            
            
            340,000
            
            
            6.04
            %QVT
                Financial LP(11)
              1177
                Avenue of the Americas, 9thFloor
              New
                York, New York 10036
            
            
            528,550
            
            
            8.39
            %Fir
                Tree, Inc.(12)
              505
                Fifth Avenue
              23rdFloor
              New
                York, New York 10017
            
            
            550,000
            
            
            8.7
            %Wolverine
                Convertible Arbitrage Fund, Ltd.(13)
              175
                W. Jackson, Suite 200
              Chicago,
                IL 60604
            
            
            315,000
            
            
            5.0
            %Andrew
                M. Weiss
              29
                Commonwealth Avenue, 10thFloor
              Boston,
                Massachusetts 02116(14)
            
            
            315,000
            
            
            5.0
            %All
                directors and executive officers as a group (5
                individuals(5)(6)(8)
            
            
            1,026,487
            
            
            18.2
            %




42







(1)
            Unless
                otherwise indicated, the business address of each of the individuals
                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, prior to
                the
                effective date of this offering described elsewhere in this
                prospectus.




(3)
            Reflects
                the sale of 4,500,000 units in the Offering, but does not include
                (i)
                4,500,000 shares of our common stock issuable upon exercise of the
                warrants sold as part of such units, (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
                LM Singh, 72,973 shares of our common stock owned by Lotus Capital
                LLC, a
                New York limited liability company, majority-owned by LM 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.




(10)
            This
                information is based solely upon the contents of a filing on Schedule
                13G
                dated May 31, 2007.




(11)
            Represents
                shares held by QVT Financial LP and this information is based solely
                upon
                the contents of a filing on Schedule 13G/A dated December 31, 2007
                filed
                by QVT Financial LP, QVT Financial GP LLC, QVT Fund LP and QVT Associates
                GP LLC.




(12)
            Represents
                shares held by Fir Tree, Inc. and this information is based solely
                upon
                the contents of a filing on Schedule 13G/A dated December 31, 2007
                filed
                by Sapling, LLC, Fir Tree Capital Opportunity Master Fund, L.P. and
                Fir
                Tree, Inc.




(13)
            This
                information is based solely upon the contents of a filing on Schedule
                13G
                dated December 31, 2007.




(14)
            Represents
                shares held by Andrew M. Weiss and this information is based solely
                upon
                the contents of a filing on Schedule 13G dated February 11, 2008
                filed by
                Andrew M. Weiss, Weiss Asset Management, LLC and Weiss Capital, LLC.




43


**Item
      13.**  **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 Us**TSP
                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 18 months
      after completion of the Offering (or 24 months after the completion of this
      offering if a letter of intent, agreement in principle or definitive agreement
      has been executed within 18 months after completion of this offering and the
      business combination related thereto has not been completed within such 18-month
      period).




44




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.




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
      14.**  **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.
  **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, 2006.




We
      estimate our fees for the audit of our 2007 financial
      statement by M&P will be approximately $20,000.




**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.




**All
      Other Fees**




There
      were no fees billed by GGK for other professional services rendered during
      the
      fiscal year ended December 31, 2007.




45




**Item
      15.**  **EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES**




**Exhibit
      Index**




**Exhibit
                No.**
            ****
            **Description**3.1
            
            Certificate
                of Incorporation*3.2
            
            Form
                of Amended and Restated Certificate of Incorporation*3.3
            
            Form
                of Second Amended and Restated Certificate of
                Incorporation*3.4
            
            Form
                of Third Amended and Restated Certificate of
                Incorporation*3.5
            
            Bylaws*4.1
            
            Specimen
                Unit Certificate*4.2
            
            Specimen
                Common Stock Certificate*4.3
            
            Specimen
                Warrant Certificate*4.4
            
            Form
                of Warrant Agreement between Continental Stock Transfer & Trust
                Company and the Registrant**4.5
            
            Form
                of Unit Purchase Option Agreement between the Registrant, Cowen and
                Company, LLC, and Maxim Group LLC*5.1
            
            Opinion
                of Katten Muchin Rosenman LLP*10.1
            
            Form
                of Letter Agreement among the Registrant, Cowen and Company, LLC,
                Maxim
                Group LLC and each Sponsor *10.2
            
            Form
                of Letter Agreement among the Registrant, Cowen and Company, LLC,
                Maxim
                Group LLC and each Director*10.3
            
            Form
                of Letter Agreement among the Registrant, Cowen and Company, LLC,
                Maxim
                Group LLC and each Existing Stockholder*10.4
            
            Form
                of Letter Agreement among the Registrant, Cowen and Company, LLC,
                and
                Maxim Group LLC and TSP Ltd.*10.5
            
            Form
                of Investment Management Trust Agreement between Continental Stock
                Transfer & Trust Company and the Registrant*10.6
            
            Form
                of Securities Escrow Agreement between the Registrant, Continental
                Stock
                Transfer & Trust Company and the Existing Stockholders*10.7
            
            Form
                of Services Agreement between Lotus Capital LLC and the
                Registrant*10.8
            
            Promissory
                Note issued to LM Singh in the principal amount of
                $65,000*10.9
            
            Promissory
                Note issued to Suresh Rajpal in the principal amount of
                $60,000*10.10
            
            Form
                of Registration Rights Agreement among the Registrant and the Existing
                Stockholders*10.11
            
            Second
                Amended and Restated Subscription Agreement between the Registrant
                and TSP
                Ltd.*14.1
            
            Code
                of Ethics31.1
            
            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.











46




**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 3, 2008
            
            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
            4/3/08
            
            /s/
                LM Singh
            4/3/08Suresh
                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
            4/3/08
            
            /s/
                Graham Norton-Standen
            4/3/08Frederick
                Smithline
            
            
            Graham
                Norton-Standen
            DateDirector
            
            
            Director
                of Strategy andDirector/s/
                Hemant Sonawala
            4/3/08Hemant
                SonawalaDirector
            Date




47