**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-K**





**x** **Annual
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**


For
      the fiscal year ended July 31, 2007





**o          
      Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
      Act
      of 1934** ****


For
      the transition period from __________ to __________





**Commission
      File Number 000-51869**


**_____________________**





**GLOBAL
      SERVICES PARTNERS ACQUISITION CORP.**


(Exact
      Name of Registrant as Specified in Its Charter)


**___________________**





**Delaware**
            
            **20-3290391**(State
                or Other Jurisdiction of
              Incorporation
                or Organization)
            
            (I.R.S.
                Employer Identification No.)





**3130
                  Fairview Park Drive, Suite 500,****Falls
                  Church, VA******
              
              **22042******(Address
                  of Principal Executive Offices)
              (Zip
                  Code)





**Registrant’s
      telephone number, including area code:**   **(703)
      373-3143**





**Securities
      registered pursuant to Section 12(b) of the Exchange Act:**





**None**




**Securities
      registered pursuant to Section 12(g) of the Exchange Act:**





SERIES
      A
      UNITS, EACH CONSISTING OF TWO SHARES OF COMMON STOCK, PAR


VALUE
      $0.0001 PER SHARE, AND TEN CLASS Z WARRANTS


SERIES
      B
      UNITS, EACH CONSISTING OF TWO SHARES OF CLASS B COMMON


STOCK,
      PAR VALUE $0.0001 PER SHARE, AND TWO CLASS W WARRANTS


COMMON
      STOCK, $0.0001 PAR VALUE PER SHARE


CLASS
      B
      COMMON STOCK, $0.0001 PAR VALUE PER SHARE


CLASS
      W
      WARRANTS, EACH TO PURCHASE ONE SHARE OF COMMON STOCK


CLASS
      Z
      WARRANTS, EACH TO PURCHASE ONE SHARE OF COMMON STOCK








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, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):




Large
      Accelerated Filer o   Accelerated Filer o   Non-Accelerated Filer 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 January 31, 2007, the aggregate market value of the registrant’s voting and
      non-voting common equity held by non-affiliates of the registrant was $27,123,560.




As
      of
      October 25, 2007, there were 920,100 shares
      of the registrant’s Common Stock, $.0001 par value outstanding and 5,980,000
      shares of the registrant’s Class B Common Stock, $.0001 par value.





**GLOBAL
      SERVICES PARTNERS ACQUISITION CORP.**


**ANNUAL
      REPORT ON FORM 10-K**


**FOR
      THE FISCAL YEAR ENDED JULY 31, 2007**


**INDEX**








**Page
                No.******PART
                I
            
            4Item.
                1
            Business
            4ITEM
                1B.
            Unresolved
                  Staff Comments
            19Item
                2.
            Properties
            19Item
                3.
            Legal
                Proceedings
            20Item
                4.
            Submission
                of Matters To a Vote of Security Holders
            20PART
                II
            
            20Item
                5.
            Market
                for Registrant’s Common Equity, Related Stockholder Matters and Issuer
                Purchase of Equity Securities
            20Item
                6.
            Selected
                Financial Data
            21Item
                7.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            21Item
                7A.
            Quantitative
                and Qualitative Disclosure About Market Risks
            24Item
                8.
            Financial
                Statements and Supplementary Data
            24Item
                9.
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            24Item
                9A.
            Controls
                and Procedures
            24Item
                9B.
            Other
                Information
            25PART
                III
            
            26Item
                10.
            Directors
                and Executive Officers of the Registrant
            26Item
                11.
            Executive
                Compensation
            31Item
                12
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholders
            33Item
                13.
            Certain
                Relationships and Related Transactions
            36Item
                14.
            Principal
                Accountant Fees and Services
            38Item
                15.
            Exhibits,
                Financial Statements Schedules and Reports on Form 8-K
            39










**PART
      I**




**ITEM.
      1  BUSINESS**




**CAUTIONARY
      NOTE CONCERNING FORWARD-LOOKING STATEMENTS**




Certain
      statements in this Form 10-K constitute forward-looking statements for purposes
      of the securities laws. Forward-looking statements include all statements that
      do not relate solely to the historical or current facts, and can be identified
      by the use of forward looking words such as “may”, “believe”, “will”, “expect”,
“expected”, “project”, “anticipate”, “anticipated”, “estimates”, “plans”,
“strategy”, “target”, “prospects” or “continue”. These forward looking
      statements are based on the current plans and expectations of our management
      and
      are subject to a number of uncertainties and risks that could significantly
      affect our current plans and expectations, as well as future results of
      operations and financial condition and may cause our actual results,
      performances or achievements to be materially different from any future results,
      performances or achievements expressed or implied by such forward-looking
      statements. This Form 10-K contains important information as to risk factors
      above. In making these forward-looking statements, we claim the protection
      of
      the safe-harbor for forward-looking statements contained in the Private
      Securities Reform Act of 1995. Although we believe that the expectations
      reflected in such forward-looking statements are reasonable, there can be no
      assurance that such expectations will prove to have been correct. We do not
      assume any obligation to update these forward-looking statements to reflect
      actual results, changes in assumptions, or changes in other factors affecting
      such forward-looking statements.




**AVAILABLE
      INFORMATION**




This
      report may be read or copied at the SEC’s Public Reference Room at 100 F Street,
      NE, Washington, DC 20549 or at www.sec.gov .
      Information on the operation of the Public Reference Room may be obtained by
      calling the SEC at 1-800-SEC-0330.




**Introduction**




We
      are a
      blank check company incorporated under the laws of the State of Delaware on
      August 10, 2005 to serve as a vehicle for the acquisition of an unidentified
      operating business. Our efforts in identifying a prospective target business
      are
      not limited to a particular industry. Our current business consists solely
      of
      identifying, researching and negotiating the purchase of a business meeting
      the
      requirements and standards of our business plan. On October 18 th and
      19th, 2007, we entered into two letters of intent (the “LOIs”) with two separate
      target companies relating to proposed business combinations. As a result of
      entering into the LOIs, we must complete a business combination with either
      of
      these target companies on or before April 25, 2008.




4




We
      intend
      to continue to negotiate definitive agreements with both of the target companies
      until we reach a definitive agreement with one of them. There is no assurance
      that we will be able to reach a definitive agreement with either of the target
      companies. There is no assurance that the acquisition of either target company
      will be completed, as each acquisition is subject to successful completion
      of
      business, legal and accounting due diligence, as well as the execution of
      definitive agreements and the approval of our stockholders.




Having
      entered into the LOIs with the two target companies, however, we intend to
      focus
      all our efforts on completing a transaction with one of the target companies.
      Given the timing of the LOIs and our charter constraints, we cannot consummate
      an alternative transaction if neither of these transactions are
      completed.




We
      are
      not presently engaged in, and we will not engage in, any substantive commercial
      business until we consummate a business combination. Rather, we are devoting
      our
      time, attention and resources to negotiating and completing the proposed
      business combination with one of the target companies with whom we have entered
      into an LOI. Only a portion of the net proceeds of our initial public offering
      are to be applied generally toward effecting one of the proposed business
      combinations and we expect to utilize the remaining proceeds following the
      transaction for working capital and general corporate purposes.




**Selection
      of a target business and structuring a business
      combination**




Prior
      to
      entering into the LOIs, our approach in seeking to complete a business
      combination involved directly identifying target businesses, as well as having
      target candidates brought to our attention from various unaffiliated sources,
      including securities broker-dealers, investment bankers, venture capitalists,
      bankers and other members of the financial community. Target businesses were
      brought to our attention by such unaffiliated sources as solicited and
      unsolicited proposals. Our initial securityholders, including our officers,
      directors and senior advisors, and their affiliates also brought to our
      attention target business candidates of which they become aware. We may have
      to
      pay a finder’s fee to a third party, depending on which business consummation is
      ultimately completed, if any. In no event, however, will we pay any of our
      initial stockholders or any entity with which they are affiliated any finder’s
      fee or other compensation for services rendered to us prior to or in connection
      with the consummation of a business combination.




Although
      our efforts in identifying a prospective target business were not limited to
      a
      particular industry, we initially focused our search on target businesses in
      the
      business process and services industry. We
      considered and reviewed over fifty potential target businesses,
      including opportunities within
      the business process and services industry, as well as opportunities in other
      industries. These potential targets included opportunities in the call center, medical claims processing, engineering
      services, information technology services, animation services, research
      services, and financial analysis services sectors, among others. Targets that
      presented opportunities for operational cost savings via business process
      reengineering and/or leveraging offshore human resources were of special
      interest to us. Additionally, targets that had characteristics of strong revenue
      growth, positive earnings before interest, tax, depreciation and amortization,
      and that leveraged skilled labor forces were also of special interest. Targets
      that were outside of the traditional business process and services industries
      that met these cost savings and growth criteria were considered equally
      favorably as targets that were in the traditional business process and services
      industries.




5




Subject
      to the requirement that our initial business combination must be with a target
      business that has a fair market value that is equal to at least 80% of our
      net
      assets at the time of such acquisition, our management has virtually
      unrestricted flexibility in identifying and selecting a prospective target
      business. We had not established any other specific attributes or criteria
      (financial or otherwise) for prospective target businesses, though we were
      initially focusing on the business process services sector. However, to the
      extent that we became aware of targets outside of the business process services
      sector that (i) presented opportunities for operational cost savings via
      business process reengineering or leveraging offshore human resources or (ii)
      had characteristics of strong revenue growth, positive earnings before interest,
      tax, depreciation and amortization, and that leveraged skilled labor forces,
      we
      considered such prospective target businesses equally.




In
      evaluating a prospective target business, our management considered, among
      other
      factors, the following:




·  financial
      condition and results of operation;




·  growth
      potential;




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




·  skilled
      labor intensive operations that can be relocated to lower cost jurisdictions;




·  capital
      requirements;




·  competitive
      position;




·  barriers
      to entry;




·  stage
      of
      development of the products, processes or services;




·  degree
      of
      current or potential market acceptance of the products, processes or services;




·  proprietary
      features and degree of intellectual property or other protection of the
      products, processes or services;




·  regulatory
      environment of the industry; and




·  costs
      associated with effecting the business combination.




6




The
      above
      criteria were not intended to be exhaustive. Any evaluation relating to the
      merits of a particular business combination was 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 our prospective business combination, we will conduct
      an extensive due diligence review which will encompass, among other things,
      meetings with incumbent management and inspection of facilities, as well as
      review of financial and other information which will be made available to us.
      We
      will also seek to have all prospective target businesses execute agreements
      with
      us waiving any right, title, interest or claim of any kind in or to any monies
      held in the trust.




As
      we
      have only recently identified specific business combination candidates, the
      time
      and costs required to evaluate such transactions and structure and complete
      a
      business combination with one of the target companies cannot currently be
      ascertained with any degree of certainty. If a business combination is not
      ultimately completed, any costs incurred with respect to the evaluation of
      the
      prospective target businesses will result in a loss to us and reduce the amount
      of our capital.




In
      connection with our initial public offering, we had engaged HCFP/Brenner
      Securities, the representative of the underwriters of our initial public
      offering, on a non-exclusive basis, to act as our investment banker to assist
      us
      in structuring a business combination and negotiating its terms (but not for
      purposes of locating potential target candidates for our business combination).
      We will pay HCFP/Brenner Securities a cash fee at the closing of our business
      combination of $900,000.




Although
      we intend to scrutinize closely the management of our prospective business
      combination candidates, we cannot assure you that our assessment will prove
      to
      be correct. Pursuant to the LOIs, it is not anticipated that any of our officers
      will be employees of or consultants to the Company following either of the
      proposed business combinations. In addition, we cannot assure you that the
      future management will have the necessary skills, qualifications or abilities
      to
      manage a public company. Furthermore, the future role of our directors, if
      any,
      in the target businesses cannot currently be stated with any certainty. While
      it
      is possible that one or more of our directors will remain associated in some
      capacity with the Company following a business combination, it is unlikely
      that
      any of them will devote their full efforts to our affairs subsequent to a
      business combination. Moreover, we cannot assure you that our directors will
      have significant experience or knowledge relating to the operations of the
      particular target business.




Following
      a business combination, we may seek to recruit additional managers to supplement
      the incumbent management of the target business. We cannot assure you that
      we
      will have the ability to recruit additional managers, or that additional
      managers will have the requisite skills, knowledge or experience necessary
      to
      enhance the incumbent management.




7


Fair
        market value of target
        business


The
      initial target business that we acquire must have a fair market value equal
      to
      at least 80% of our net assets at the time of such acquisition, although we
      may
      acquire a target business whose fair market value significantly exceeds 80%
      of
      our net assets. The fair market value of our prospective target’s business will
      be determined by our board of directors based upon standards generally accepted
      by the financial community, such as actual and potential sales, earnings and
      cash flow and book value. If our board is not able to independently determine
      that the target business has a sufficient fair market value, we will obtain
      an
      opinion from an unaffiliated, independent investment banking firm that is a
      member of the National Association of Securities Dealers, Inc. with respect
      to
      the satisfaction of such criteria. Since any opinion, if obtained, would merely
      state that the fair market value of the target business meets the 80% of net
      assets threshold, it is not anticipated that copies of such opinion would be
      distributed to our stockholders, although copies will be provided to
      stockholders who request it. We will not be required to obtain an opinion from
      an investment banking firm as to the fair market value if our board of directors
      independently determines that the target business has sufficient fair market
      value.




*Opportunity
      for Class B stockholder approval of business combination*




Prior
      to
      the completion of a business combination, we will submit the transaction to
      our
      Class B stockholders for approval, even if the nature of the acquisition would
      not ordinarily require stockholder approval under applicable state law. In
      connection with seeking Class B stockholder approval of a business combination,
      we will furnish our Class B stockholders with proxy solicitation materials
      prepared in accordance with the Securities Exchange Act of 1934, which, among
      other matters, will include a description of the operations of the target
      business and audited historical financial statements of the business. These
      materials will also be mailed to the holders of our common stock although their
      vote will not be solicited.




We
      will
      not proceed with a business combination if the holders of a majority of the
      shares of Class B common stock cast at the meeting to approve the business
      combination fail to vote in favor of such business combination or if
      stockholders owning 20% or more of the outstanding shares of Class B common
      stock both exercise their conversion rights and vote against the business
      combination.




*Conversion
      rights*




At
      the
      time we seek Class B stockholder approval of any business combination, we will
      offer each Class B stockholder the right to have his, her or its shares of
      Class
      B common stock converted to cash if he, she or it votes against the business
      combination and the business combination is approved and completed. The holders
      of our common stock will not be entitled to seek conversion of their shares.
      The
      actual per-share conversion price will be equal to the amount in the trust
      fund
      inclusive of any interest (calculated as of two business days prior to the
      proposed consummation of the business combination), divided by the number of
      Class B shares sold in our initial public offering. Without taking into account
      any interest earned on the trust fund, the initial aggregate conversion price
      of
      a share of Class B common stock would be $5.05. An eligible Class B stockholder
      may request conversion at any time after the mailing to our Class B stockholders
      of the proxy statement and prior to the vote taken with respect to a proposed
      business combination at a meeting held for that purpose, but the request will
      not be granted unless the Class B stockholder votes against the business
      combination and the business combination is approved and completed. Any request
      for conversion, once made, may be withdrawn at any time up to the date of the
      meeting. It is anticipated that the funds to be distributed to Class B
      stockholders entitled to convert their Class B shares who elect conversion
      will
      be distributed promptly after completion of a business combination. Any Class
      B
      stockholder who converts his, her or its Class B common stock into his, her
      or
      its share of the trust fund still has the right to exercise the Class W warrants
      that he, she or it received as part of the Series B units. We will not complete
      any business combination if Class B stockholders, owning 20% or more of the
      Class B shares outstanding, both vote against the business combination and
      exercise their conversion rights.




8







*Distribution
      of trust fund to Class B stockholders if no business combination*




If
      we do
      not complete a business combination on or before April 25, 2008, our charter
      provides that we distribute to all of our Class B stockholders, in proportion
      to
      their respective equity interest in the Class B common stock, an aggregate
      sum
      equal to the amount in the trust fund, inclusive of any interest, and all then
      outstanding shares of Class B common stock will be automatically cancelled.
      There will be no distribution from the trust fund with respect to our common
      stock or our Class W and Class Z warrants. Our charter provides that certain
      provisions that apply prior to a business combination, including those
      provisions relating to the distribution of the trust fund if no business
      combination occurs within the prescribed time periods, cannot be amended. Our
      counsel has advised us that these restrictions on charter amendments may not
      be
      enforceable under Delaware law. Nevertheless, we have viewed these business
      combination procedures in our charter as obligations to investors and we do
      not
      intend to propose any amendment to these procedures to our stockholders.




Without
      taking into account any interest earned on the trust fund, the initial aggregate
      conversion price of a share of Class B common stock would be $5.05. The proceeds
      deposited in the trust fund could, however, become subject to the claims of
      our
      creditors which could be prior to the claims of our Class B stockholders. We
      cannot assure you that the actual distribution per Class B share will not be
      less than $5.05, plus interest, due to claims of creditors. If we are unable
      to
      complete a business combination and are forced to distribute the proceeds held
      in trust to our Class B stockholders, each of Rahul Prakash, our Chairman of
      the
      Board and Chief Executive Officer, Abhishek Jain, our President and a member
      of
      our Board of Directors, and Avinash Vashistha, our Executive Vice President
      and
      Chief Financial Officer and a member of our Board of Directors, have agreed
      that
      they will be personally liable to ensure that the proceeds in the trust fund
      are
      not reduced by the claims of target businesses or of vendors or other entities
      that are owed money by us for services rendered or contracted for or products
      sold to us and that have not executed an agreement waiving any right, title,
      interest or claim of any kind in or to any monies held in the trust. However,
      we
      cannot assure you that these individuals will be able to satisfy those
      obligations. Since we entered into a letter of intent to complete a business
      combination prior to October 25, 2007, but did not complete the business
      combination by such date, we have an additional six months in which to complete
      the business combination. If we are unable to do so on or before April 25,
      2008,
      we will then notify the trustee of the trust fund to commence liquidating the
      investments constituting the trust fund and will turn over the proceeds to
      our
      transfer agent for distribution to our Class B stockholders. We anticipate
      that
      our instruction to the trustee would be given promptly after such applicable
      date.




9







A
      Class B
      stockholder shall be entitled to receive funds from the trust fund only in
      the
      event we do not complete a business combination within the applicable time
      periods or if the Class B stockholder elected to convert his, her or its shares
      into cash upon our completion of a business combination that the Class B
      stockholder voted against and such business combination is actually completed
      by
      us. In no other circumstances shall a Class B stockholder have any right or
      interest of any kind to or in the trust fund. Holders of our common stock will
      not be entitled to receive any of the proceeds held in the trust fund.




*Liquidation
      if no business combination*




If
      we do
      not complete a business combination on or before April 25, 2008, we will be
      dissolved and any remaining net assets, after the distribution of the trust
      fund
      to our Class B stockholders, will be distributed to the holders of our common
      stock. It is likely, however, that our remaining net assets will be minimal
      following the expenditures incurred in connection with the attempt to complete
      a
      business combination and, accordingly, such holders are likely to lose all
      or
      substantially all of their investment. Accordingly, the holders of our common
      stock will receive distributions on liquidation only in the event that the
      amount of proceeds not held in trust exceeds the expenses we incur.




**Competition**




In
      identifying, evaluating and selecting a target business, we have encountered
      intense competition from other entities having a business objective similar
      to
      ours. There are numerous blank check companies that have completed initial
      public offerings that are seeking to carry out a business plan similar to our
      business plan. Additionally, we faced competition from other companies looking
      to expand their operations through the acquisition of a target business. Many
      of
      these entities with which we have competed 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.
      Further:




·
              our
                obligation to seek Class B stockholder
                approval of a business combination may delay the completion of a
                transaction;·
              our
                obligation to convert into cash shares of
                Class B common stock held by our Class B stockholders if such holders
                both
                vote against the business combination and also seek conversion of
                their
                shares may reduce the resources available to us for a business
                combination; and·
              our
                outstanding warrants and option, and the
                future dilution they potentially represent, may not be viewed favorably
                by
                certain target businesses.


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.





10




Facilities


We
      maintain our executive offices at 3130 Fairview Park Drive, Suite 500, Falls
      Church, Virginia 22042. The cost for this space is included in the $7,500
      per-month fee that Everest Telecom LLC charges us for general and administrative
      services pursuant to a letter agreement between us and Everest Telecom LLC,
      an
      affiliate of Mr. Prakash. We believe, based on rents and fees for similar
      services in the northern Virginia area, that the fee charged by Everest Telecom
      LLC is at least as favorable as we could have obtained from an unaffiliated
      person. We consider our current office space adequate for our current
      operations.




**Employees**




We
      have
      three executive officers, all of whom are also members of our board of
      directors. These individuals are not obligated to contribute any specific number
      of hours to our matters and intend to devote only as much time as they deem
      necessary to our affairs. The amount of time they will devote in any time period
      will vary based on whether a target business has been selected for a business
      combination and the stage of our business combination process. Accordingly,
      once
      management locates a suitable target business to acquire, they will spend more
      time investigating such target business and negotiating and processing the
      business combination (and consequently more time on our affairs) than they
      would
      prior to locating a suitable target business.




**ITEM
      1A.** **RISK
      FACTORS**




*Future
      results of our operations involve a number of known and unknown risks and
      uncertainties. Factors that could affect future operating results and cash
      flows
      and cause actual results to vary materially from historical results include,
      but
      are not limited to those risks set forth below:*




**Risks****associated
      with our business**


***The
          Company has received an audit opinion with an explanatory paragraph
          regarding its ability to continue as a going
          concern.***
  The
          audit
          report our independent registered public accounting firm issued on our
          audited
          financial statements for the fiscal year ended July 31, 2007 contains an
          explanatory paragraph regarding our ability to continue as a going concern.
          We
          are required to complete a business combination on or before April 25,
          2008. The
          possibility of such business combination not being consummated raises
          substantial doubt about our ability to continue as a going concern. Our
          financial statements do not include any adjustments that might result from
          the
          outcome of this uncertainty.




***We
      are a development stage company with no*** ***operating
      history**and very limited resources.***




We
      are a
      recently incorporated development stage company with no operations to date
      other
      than organizational activities. Since we do not have an operating history,
      you
      will have no basis upon which to evaluate our ability to achieve our business
      objective, which is to acquire an operating business. Although we have entered
      into two letters of intent, we have not yet entered into any definitive
      agreements, or other arrangements relating to a business combination. We have
      no
      present revenue and will not generate any revenue until, at the earliest, after
      the consummation of a business combination. As of October 25, 2007, our cash
      and
      working capital were insufficient to complete our planned activities for the
      upcoming year beyond April 25, 2008, the date by which we must consummate a
      business combination..




**If
      we are unable to complete a business combination, holders of our****common
      stock will be unable to convert their securities and participate in the
      distribution of the trust fund.**




The
      trust
      fund is reserved for holders of our Class B common stock acquired as part of
      the
      Series B units sold in our initial public offering. Consequently, if we are
      unable to complete a business combination on or before April 25, 2008, the
      holders of common stock that was sold as part of the Series A units will not
      be
      entitled to participate in the distribution of the trust fund. Furthermore,
      there will be no distribution from the trust fund with respect to our
      outstanding Class W warrants and Class Z warrants.




11







***Holders
      of the shares of common stock will not be entitled to vote those shares on
      a
      proposed business combination.***




Unless
      required by the Delaware General Corporation Law, holders of the shares of
      common stock will not be entitled to vote those shares on a proposed business
      combination with a target business. Only the holders of Class B common stock
      will have an opportunity to approve a business combination. Consequently,
      holders of common stock and warrants will be entirely dependent upon the
      judgment of the holders of Class B common stock in determining whether or not
      a
      proposed business combination is approved.




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




There
      are
      numerous blank check companies which have gone public in the United States
      since
      August 2003 that are seeking to complete business combinations. Furthermore,
      there are numerous additional offerings for blank check companies in the United
      States that are still in the registration process but have not completed initial
      public offerings and there are likely to be more blank check companies filing
      registration statements for initial public offerings prior to our completion
      of
      a business combination. While some of the blank check companies must complete
      their respective business combinations in specific industries, a number of
      them
      may consummate their business combinations in any industry they choose.
      Therefore, we may be subject to competition from these and other companies
      seeking to consummate a business combination, notwithstanding the fact that
      both
      of our LOIs contain provisions requiring the target company to exclusively
      negotiate with us for a minimum of thirty days or until completion of definitive
      agreements, whichever is earlier.




***If
      third parties bring claims against us, the proceeds held in trust could be
      reduced and the per-share distribution received by Class B stockholders could
      be
      less than $5.05 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, prospective target
      businesses or other entities we engage, execute agreements with us waiving
      any
      right, title, interest or claim of any kind in or to any monies held in the
      trust fund for the benefit of the holders of our Class B common stock, there
      is
      no guarantee that they will execute such agreements or that even if they execute
      such agreements that they would be prevented from bringing claims against the
      trust fund. Nor is there any guarantee that such entities will agree to waive
      any claims they may have in the future as a result of, or arising out of, any
      negotiations, contracts or agreements with us and will not seek recourse against
      the trust fund for any reason. Accordingly, the proceeds held in trust could
      be
      subject to claims which could take priority over the claims of the holders
      of
      our Class B common stock. We cannot assure you that the per-share distribution
      from the trust fund will not be less than $5.05 due to claims of creditors.
      If
      we are unable to complete a business combination and are forced to distribute
      the proceeds held in trust to the holders of our Class B common stock, our
      executive officers Rahul Prakash, Abhishek Jain and Avinash Vashistha, have
      agreed that they will be personally liable to ensure that the proceeds in the
      trust fund are not reduced by the claims, if any, of target businesses or of
      vendors or other entities that are owed money by us for services rendered or
      contracted for or products sold to us and that have not executed an agreement
      waiving any right, title, interest or claim of any kind in or to any monies
      held
      in the trust. However, we cannot assure you that these individuals will be
      able
      to satisfy those obligations. As a result, and because of the significant
      limitations on their indemnification obligations described above, we believe
      that these individuals will be able to satisfy their indemnification
      obligations. However, we cannot assure you this will be the case. Accordingly,
      the proceeds held in trust could be subject to claims which could take priority
      over the claims of the holders of our Class B common stock and we cannot assure
      you that the per-share distribution from the trust fund will not be less than
      $5.05 due to claims of creditors.




12




***Our
      common stockholders and our Class B stockholders may be held liable for claims
      by third parties against us to the extent of distributions received by
      them.***




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 the corporation
      complies with certain procedures set forth in Section 280 of the Delaware
      General Corporation Law 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.
      However, it is our intention to distribute the proceeds of the trust fund to
      our
      Class B stockholders and make liquidating distributions to our common
      stockholders as soon as reasonably possible after dissolution and, therefore,
      we
      do not intend to comply with those procedures. As such, our common stockholders
      and Class B common stockholders could potentially be liable for any claims
      to
      the extent of distributions received by them in a dissolution and any liability
      of our common stockholders and Class B stockholders may extend beyond the third
      anniversary of such dissolution. Accordingly, we cannot assure you that third
      parties will not seek to recover from our common stockholders and Class B
      stockholders amounts owed to them by us.




Additionally,
      if we are forced to file a bankruptcy case or an involuntary bankruptcy case
      is
      filed against us which is not dismissed, any distributions received by
      stockholders could be viewed under applicable debtor/creditor and/or bankruptcy
      laws as either a “preferential transfer” or a “fraudulent conveyance”. As a
      result, a bankruptcy court could seek to recover all amounts received by our
      stockholders in our dissolution.




***We
      will dissolve and liquidate if we do not consummate a business
      combination.***




Because
      we entered into two letters of intent to complete a business combination prior
      to October 25, 2007, but did not complete the business combination by October
      25, 2007, we must complete such business combination on or before April 25,
      2008.




13




If
      we do
      not complete a business combination on or before April 25, 2008, we will be
      dissolved and any remaining net assets, after the distribution of the trust
      fund
      to our Class B stockholders, will be distributed to the holders of our common
      stock. It is likely, however, that our remaining net assets will be minimal
      following the expenditures incurred in connection with the attempt to complete
      a
      business combination and, accordingly, such holders are likely to lose all
      or
      substantially all of their investment. Accordingly, the holders of our common
      stock will receive distributions on liquidation only in the event that the
      amount of proceeds not held in trust exceeds the expenses we incur.




***Since
      we have only recently selected two alternative target businesses with which
      to
      complete a business combination, we are unable to currently ascertain the merits
      or risks of the business’ operations.***




We
      have
      only recently identified prospective target businesses and entered into letters
      of intent with respect to proposed business combinations. We are currently
      conducting business, legal and accounting due diligence with respect to such
      prospective target businesses. Accordingly, our stockholders have no current
      basis to evaluate the possible merits or risks of the target business’
operations. To the extent we complete a business combination with either target
      company, we may be affected by numerous risks inherent in their business
      operations. A letter of intent is merely a statement of the parties’ current
      intentions and remains subject to the execution of definitive agreements.
      Additionally, while we intend to focus all of our business efforts on completing
      a transaction with one of the target companies, as either transaction is subject
      to approval of our stockholders as well as a satisfactory completion of
      business, legal and account due diligence, it is possible that we will not
      complete a transaction. Given the timing of the LOIs and our charter
      constraints, we cannot consummate an alternative transaction if we do not
      complete a transaction with either target company. Although our management
      will
      endeavor to evaluate the risks inherent in the target businesses, we cannot
      assure you that we will properly ascertain or assess all of the significant
      risk
      factors. We also cannot assure you that an investment in our units, common
      stock
      or warrants will not ultimately prove to be less favorable to our stockholders
      than a direct investment, if an opportunity were available, in a target
      business.




***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
      certificate of incorporation, as amended, authorizes the issuance of up to
      24,000,000 shares of common stock, par value $.0001 per share, 7,000,000 shares
      of Class B common stock, par value $.0001 per share, and 5,000 shares of
      preferred stock, par value $.0001 per share. As of October 25, 2007, there
      were
      2,684,900 and 1,020,000 authorized but unissued shares of our common stock
      and
      Class B common stock, respectively, available for issuance (after appropriate
      reservation for the issuance of shares upon conversion of the Class B common
      stock and upon full exercise of our outstanding Class W warrants and Class
      Z
      warrants and the purchase option granted to HCFP/Brenner Securities, the
      representative of the underwriters of our initial public offering) and all
      of
      the 5,000 shares of preferred stock available for issuance. Although we
      currently have no definitive agreements to issue our securities, we will, if
      either of the transactions contemplated by the LOIs is consummated, issue a
      substantial number of additional shares of our common stock in such business
      combination. The issuance of additional shares of our common stock or any number
      of shares of our preferred stock:




14


·
              may
                  significantly reduce the equity interest of our investors;·
              may
                  subordinate the rights of holders of common stock if preferred
                  stock is
                  issued with rights senior to those afforded to our common stockholders;·
              will
                  likely 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 carryforwards, if any, and most likely
                  also
                  result in the resignation or removal of some or all of our present
                  officers and directors; and·
              may
                  adversely affect prevailing market prices for our common stock.
  Similarly,
        if we issue debt securities, it could result in:
  ·
              default
                  and foreclosure on our assets if our operating revenues 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 contains
                  covenants that require the maintenance of certain financial ratios
                  or
                  reserves and any such covenant is breached without a waiver or
                  renegotiation of that covenant;·
              our
                  immediate payment of all principal and accrued interest, if any,
                  if the
                  debt security is payable on demand; and·
              our
                  inability to obtain additional financing, if necessary, if the
                  debt
                  security contains covenants restricting our ability to obtain additional
                  financing while such security is outstanding.




These
      individuals may be unfamiliar with the requirements of operating a public
      company which could cause them to have to expend time and resources to become
      familiar with such requirements. This could be expensive and time-consuming
      and
      could lead to various regulatory issues.




***Because
      our officers, directors and senior advisors allocate their time to other
      businesses, it*** ***may
      interfere with our ability to consummate a business combination.***




Our
      officers, directors and senior advisors 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 consummation of a business combination.
      All
      of our officers, directors and senior advisors are engaged in several other
      business endeavors and are not obligated to contribute any specific number
      of
      hours to our affairs. If their 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 interfere with our ability to consummate
      a business combination.




15







***All
      of our officers, directors and senior advisors own securities of ours which
      will
      not participate in the distribution of the trust fund or distributions upon
      our
      liquidation. This may cause them to have a conflict of interest in determining
      whether a particular target business is appropriate for a business combination.***




The
      common stock, Class W warrants and Class Z warrants owned by our officers,
      directors and senior advisors will become worthless if we do not consummate
      a
      business combination. The personal and financial interests of our officers,
      directors and senior advisors may influence their motivation in identifying
      and
      selecting a target business and completing a business combination. Consequently,
      our officers’, directors’ and senior advisors’ discretion in identifying and
      selecting a suitable target business 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 stockholders’ best interest. To the
      extent such individuals purchase Class B common stock, they are entitled to
      vote
      as they choose on a proposal to approve a business combination and exercise
      conversion rights in connection therewith. These individuals may not have the
      same interests as other Class B common stockholders.




***If
      our common stock or Class B common stock becomes subject to the
      SEC*** **’s
      *penny stock rules, broker-dealers may experience difficulty in completing
      customer transactions and trading activity in our securities may be adversely
      affected.***




If
      at any
      time we have net tangible assets of $5,000,000 or less and our common stock
      or
      Class B common stock has a market price per share of less than $5.00,
      transactions in our securities may be subject to the “penny stock” rules
      promulgated under the Securities Exchange Act of 1934. Under these rules,
      broker-dealers who recommend such securities to persons other than institutional
      accredited investors must:


·
              make
                a special written suitability determination
                for the purchaser;·
              receive
                the purchaser’s written agreement to the
                transaction prior to sale;·
              provide
                the purchaser with risk disclosure
                documents which identify certain risks associated with investing
                in “penny
                stocks” and which describe the market for these “penny stocks” as well as
                a purchaser’s legal remedies; and·
              obtain
                a signed and dated acknowledgment from the
                purchaser demonstrating that the purchaser has actually received
                the
                required risk disclosure document before a transaction in a “penny stock”
                can be completed.


If
      our
      common stock and Class B common stock becomes subject to these rules,
      broker-dealers may find it difficult to effectuate customer transactions and
      trading activity in our securities may be adversely affected. As a result,
      the
      market price of our securities may be depressed, and you may find it more
      difficult to sell our securities.




16




***It
      is probable that we will only*** ***be
      able to complete one business combination, which will cause us to be solely
      dependent on a single business and a limited number of products or
      services.***




As
        of
        July 31, 2007 we had $31,345,933.01 (plus interest receivable of $84,647)
        on deposit in a trust fund that we may use to complete a business combination.
        Our initial business combination must be with a business with a fair market
        value of at least 80% of our net assets at the time of such acquisition.
        Consequently, initially we will have the ability to complete only a single
        business combination, although this may entail the simultaneous acquisitions
        of
        several closely related operating businesses. By consummating a business
        combination with only a single entity, our lack of diversification may subject
        us to numerous economic, competitive and regulatory developments, any or
        all of
        which may have a substantial adverse impact upon the particular industry
        in
        which we may operate subsequent to a business combination. Further, we would
        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. 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 products, processes or
                services.


If
      we are
      unable to address these risks adequately, we may not be able to achieve the
      optimal result of the merger, including improving productivity, efficiencies,
      profitability and operating results.




***Because
      of our limited resources and structure, we may not be able to consummate an
      attractive business combination.***




We
      have
      encountered intense competition from other entities with business objectives
      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 our initial public
      offering, our ability to compete in acquiring certain sizable target businesses
      has been limited by our available financial resources. This inherent competitive
      limitation has given others an advantage in pursuing the acquisition of certain
      target businesses. Further, the obligation we have to seek Class B stockholder
      approval of a business combination may delay the consummation of a transaction,
      and our obligation to convert into cash the shares of Class B common stock
      in
      certain instances may reduce the resources available for a business combination.
      Additionally, our outstanding Class W warrants and Class Z warrants, and the
      future dilution they potentially represent, may not be viewed favorably by
      certain target businesses. Any of these factors may place us at a competitive
      disadvantage in successfully negotiating a business combination. The fact that
      less than half of the blank check companies that have gone public in the United
      States since August 2003 have completed a business combination or entered into
      a
      definitive agreement for a business combination may indicate that many privately
      held target businesses are not inclined to enter into a business combination
      with a blank check company. If we are unable to consummate a business
      combination with a target business within the prescribed time period, we will
      be
      forced to liquidate and, in such case, the holders of our common stock and
      warrants will lose their entire investment.




17







***We
      may be unable to obtain additional financing, if required,*** ***to
      fund the operations and growth of the target
      business.***




Although
      we believe our current assets will be sufficient to allow us to consummate
      a
      business combination contemplated by the LOIs, in as much as we have only
      recently identified a prospective target business, we cannot ascertain the
      capital requirements for the target business if the proposed business
      combination is completed. The net proceeds of our initial public offering may
      prove to be insufficient to fund the operations or growth of the target
      business. The failure to secure additional financing could prevent or severely
      limit 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.




***Our
      outstanding warrants and option may have an adverse effect on the market price
      of our common stock and warrants and make it more difficult to effect a business
      combination.***




We
      currently have outstanding Class W warrants to purchase 7,517,500 shares of
      common stock and Class Z warrants to purchase 6,137,500 shares of common stock.
      We also issued an option to purchase 20,000 Series A units and/or 130,000 Series
      B units to the representative of the underwriters of our initial public offering
      which, if exercised, will result in the issuance of an additional 300,000 shares
      of common stock and warrants to purchase 460,000 shares of common stock. To
      the
      extent we issue shares of common stock to effect a business combination, the
      potential for the issuance of substantial numbers of additional shares upon
      exercise of these warrants and option could make us a less attractive
      acquisition vehicle in the eyes of a target business as such securities, when
      exercised, will increase the number of issued and outstanding shares of our
      common stock and reduce the value of the shares issued to complete the business
      combination. Accordingly, our warrants and option may make it more difficult
      to
      effectuate a business combination or increase the cost of the target business.
      Additionally, the sale, or even the possibility of sale, of the securities
      underlying the warrants and option could have an adverse effect on the market
      price for our securities or on our ability to obtain future public financing.
      If
      and to the extent these warrants and option are exercised, you may experience
      dilution to your holdings.




**If
      our****officers
      exercise their registration rights, it may have an adverse effect on the market
      price of our common stock and the existence of these rights may make it more
      difficult to effect a business combination.**




18




Our
      initial securityholders are entitled to demand that we register the resale
      of
      their 100 shares of our common stock and their 1,537,500 Class W warrants and
      1,537,500 Class Z warrants as well as the 3,075,000 shares of common stock
      underlying their Class W warrants and Class Z warrants at any time after we
      consummate a business combination. Thus, if our existing securityholders
      exercise their registration rights with respect to these securities, there
      could
      be up to an additional 100 shares of common stock and 3,075,000 warrants (or
      an
      additional 3,075,000 shares of common stock issuable upon exercise of such
      warrants) eligible for trading in the public market. The presence of this
      additional number of shares of common stock and warrants eligible for trading
      in
      the public market may have an adverse effect on the market price of our common
      stock. In addition, the existence of these rights may make it more difficult
      to
      effectuate a business combination or increase the cost of the target business,
      as the stockholders of the target business may be discouraged from entering
      into
      a business combination with us or request a higher price for their securities
      as
      a result of these registration rights and the potential future effect their
      exercise may have on the trading market for our common stock.




***If
      we are deemed to be an investment company, we may be required to institute
      burdensome compliance requirements and our activities may be restricted, which
      may make it difficult for us to**c*** ***omplete
      a business combination.***




If
      we are
      deemed to be an investment company under the Investment Company Act of 1940,
      we
      may be subject to certain restrictions that may make it difficult for us to
      complete a business combination, including:




·
              restrictions on the nature of our investments;
                and
  ·
                restrictions on our issuance of securities.


In
      addition, we may have imposed upon us burdensome requirements, including:




·
            registration
                as an investment company;




·
            adoption
                of a specific form of corporate structure; and




·
            reporting,
                record keeping, voting, proxy and disclosure requirements and other
                rules
                and regulations.




We
      do not
      believe that our anticipated proposed activities will subject us to the
      Investment Company Act of 1940 as the proceeds held in trust may only be
      invested by the trust agent in “government securities” within the meaning of
      Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of
      180
      days or less, or in money market funds meeting certain conditions under Rule
      2a-7 promulgated under the Investment Company Act of 1940. By restricting the
      investment of the trust fund to these instruments, we intend to meet the
      requirements for the exemption provided in Rule 3a-1 promulgated under the
      Investment Company Act of 1940. If we were deemed to be subject to the act,
      compliance with these additional regulatory burdens would require additional
      expense that we have not allotted for.




**ITEM
      1B.  UNRESOLVED STAFF COMMENTS**




Not
      applicable.


19
  ITEM
      2.  PROPERTIES




We
      maintain our executive office at 3130 Fairview Park Drive, Suite 500, Falls
      Church, Virginia 22042, pursuant to an agreement with Everest Telecom LLC,
      an
      affiliate of Rahul Prakash, our Chairman of the Board and Chief Executive
      Officer. We pay Everest Telecom LLC a monthly fee of $7,500 which is for general
      and administrative services, including office space, utilities and secretarial
      support. We believe, based on rents and fees for similar services in the Falls
      Church, Virginia area, that the fee charged by Everest Telecom is at least
      as
      favorable as we could have obtained from an unaffiliated person. We consider
      our
      current office space adequate for our current operations.




**ITEM
      3.  LEGAL PROCEEDINGS**




We
      may
      from time to time be involved in legal proceedings arising from the normal
      course of business. As of the date of this report, we were not involved in
      any
      legal proceedings.




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




Not
      applicable.




**PART
      II**





**ITEM
      5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
      AND ISSUER PURCHASE OF EQUITY SECURITIES**




**Market
      Information**




Our
      Series A units, Series B units, common stock, Class B common stock, Class W
      warrants and Class Z warrants are traded on the Over-the-Counter Bulletin Board
      under the symbols GSPAU, GSPBU, GSPA, GSPB, GSPAW and GSPAZ, respectively.
      The
      following table sets forth the range of high and low closing bid prices for
      the
      Series A units, Series B units, common stock, Class B common stock, Class W
      warrants and Class Z warrants for the periods indicated since the units
      commenced public trading on April 20, 2006 and since the common stock, Class
      B
      common stock, Class W warrants and Class Z warrants commenced public trading
      on
      July 14, 2006. The over-the-counter market quotations reflect inter-dealer
      prices, without retail mark-up, mark-down or commission and may not necessarily
      reflect actual transactions.




**Series
                A Units**
            
            **Series
                B Units**
            
            **Common
                Stock**
            
            **Class
                B**
              **Common
                Stock**
            
            **Class
                W Warrants**
            
            **Class
                Z Warrants****High**
            
            **Low**
            
            **High**
            
            **Low**
            
            **High**
            
            **Low**
            
            **High**
            
            **Low**
            
            **High**
            
            **Low**
            
            **High**
            
            **Low**2007:Fourth
                Quarter
            
            $
            6.60
            
            $
            6.30
            
            $
            10.75
            
            $
            10.56
            
            $
            1.75
            
            $
            1.70
            
            $
            5.17
            
            $
            5.09
            
            $
            0.25
            
            $
            0.22
            
            $
            0.27
            
            $
            0.27Third
                Quarter
            
            
            7.25
            
            
            6.30
            
            
            10.58
            
            
            10.28
            
            
            N/A
            
            
            N/A
            
            
            5.17
            
            
            4.84
            
            
            0.35
            
            
            0.25
            
            
            0.42
            
            
            0.42Second
                Quarter
            
            
            7.25
            
            
            6.00
            
            
            10.20
            
            
            9.85
            
            
            2.05
            
            
            1.70
            
            
            4.88
            
            
            4.75
            
            
            0.30
            
            
            0.23
            
            
            0.40
            
            
            0.40First
                Quarter
            
            
            7.95
            
            
            7.30
            
            
            10.20
            
            
            10.00
            
            
            N/A
            
            
            N/A
            
            
            4.85
            
            
            4.75
            
            
            0.32
            
            
            0.30
            
            
            N/A
            
            
            N/A2006:Fourth
                Quarter
            
            $
            9.50
            
            $
            7.95
            
            $
            10.80
            
            $
            9.96
            
            
            --
            
            
            --
            
            $
            4.77
            
            $
            4.70
            
            $
            0.30
            
            $
            0.30
            
            
            --
            
            
            --Third
                Quarter
            
            
            9.55
            
            
            9.30
            
            
            10.80
            
            
            10.35
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --





20





**Holders**




As
      of
      October 25, 2007, there was 1 holder of record of our Series A units, 1
      holder of record of our Series B units, 2 holders of record of our common
      stock, 1 holder of record of our Class B common stock, 7 holders of record
      of
      our Class W warrants and 8 holders of record of our Class Z
      warrants.




**Dividends**




We
      have
      not paid any cash dividends on our common stock to date and do not intend to
      pay
      cash dividends prior to the completion of a business combination. The payment
      of
      cash dividends in the future will be contingent upon our revenues and earnings,
      if any, capital requirements and general financial condition subsequent to
      completion of a business combination. The payment of any dividends subsequent
      to
      a business combination will be within the discretion of our then board of
      directors. It is the present intention of our board of directors to retain
      all
      earnings, if any, for use in our business operations and, accordingly, our
      board
      does not anticipate declaring any dividends in the foreseeable
      future.




**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 financials statements,
        which
        have been audited by BDO Seidman, LLP, independent registered public accounting
        firm, as indicated in their report included elsewhere herein.




**Period
                    from****inception
                    (August****Year
                    Ended**
                
                **1,
                    2005) to****July
                    31, 2007**
                
                **July
                    31, 2006****Statement
                    of Operations Data:**Loss
                    from operations
                
                $
                (513,997
                )
                $
                (105,459
                )Interest
                    income
                
                
                1,014,792
                
                
                258,916Net
                    income
                
                
                500,795
                
                
                153,457Accretion
                    of Trust Fund relating to Class Bcommon
                    stock subject to possible conversion
                
                
                (196,094
                )
                
                (50,100
                )Net
                    income attributable to other Class B common stockholdersand
                    common stockholders
                
                
                304,701
                
                
                103,357*Earnings
                    per share data:*Class
                    B common stock outstandingsubject
                    to possible conversion
                
                
                1,195,402
                
                
                1,195,402Net
                    income per Class B common stock subject to possibleconversion,
                    basic and diluted
                
                
                0.16
                
                $
                0.04Weighted
                    average number of shares outstanding, basic and diluted
                
                
                5,704,698
                
                
                1,570,467Net
                    income per share, basic and diluted
                
                $
                0.05
                
                $
                0.07**Other
                    Financial Data:**Net
                    cash used in operating activities
                
                $
                (481,212
                )
                $
                (59,069
                )Cash
                    contributed to trust fund
                
                
                -
                
                
                (30,199,000
                )Net
                    proceeds from public offering allocable tostockholders'
                    equity
                
                
                -
                
                
                25,650,850Portion
                    of net proceeds from public offering allocable toClass
                    B Common Stock subject to possible conversion
                
                
                **-**
                
                
                6,036,780**Selected
                    Balance Sheet Data:**
                
                
                **July
                    31, 2007**
                
                
                **July
                    31, 2006**Cash
                    and cash equivalents
                
                
                995,386
                
                
                1,583,911Trust
                    fund
                
                
                31,430,580
                
                
                30,449,626Net
                    working capital (a)
                
                
                958,339
                
                
                1,455,902Total
                    assets
                
                
                32,484,370
                
                
                32,037,662Class
                    B Common stock, subject to possible conversion
                
                
                6,282,974
                
                
                6,086,880Total
                    stockholders' equity
                
                
                26,123,349
                
                
                25,818,648(a)
                    Excludes restricted investments held in Trust and deferred acquisition
                    costs




21




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




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


**General**
 
 We
            were
            formed on August 10, 2005 to serve as a vehicle to effect a merger, capital
            stock exchange, asset acquisition or other similar business combination
            with
            an unidentified operating business. We completed our initial public
            offering (“IPO”) on April 25, 2006. Our entire activity from inception through
            the consummation of our IPO on April 25, 2006 was to prepare for and
            complete
            our IPO. Since the consummation of our IPO on April 25, 2006, our activity
            has
            been limited to identifying targets for a business
            combination.
 
 As
            of
            October 25, 2007, we have entered into two letters of intent with two
            different
            target companies to effect a business combination. We are not presently
            engaged
            in, and will not engage in, any substantive commercial business until
            we
            consummate a business combination.
 
 **Results
          of Operations**
  Net
            income for the year ended July 31, 2007 was $500,795 which consisted
            of interest
            income of the trust fund of $980,953, and interest on cash and cash equivalents
            of $33,839, offset by $253,945 of professional fees and $260,052 of general
            and
            administrative expenses consisting of $90,000 for a monthly administrative
            services agreement with an affiliate, $55,000 of D&O insurance, $ 36,500 of
            Delaware franchise tax and $78,552 of other expenses.
  Net
          income for the period from inception (August 10, 2005) to July 31, 2006
          was
          $153,457, which consisted of interest income of the trust fund of $250,626,
          and
          interest on cash and cash equivalents of $8,290, offset by $64,424 of
          professional fees and $41,035 of general and administrative expenses consisting
          of $25,725 for a monthly administrative services agreement with an affiliate,
          $10,056 of Delaware franchise tax and $5,254 of other expenses.
  The
            Administrative Services Agreement with Everest Telecom LLC is for our
            benefit
            and is not intended to provide compensation in lieu of a salary. Amounts
            of
            $90,000, $25,725 and $115,725 are included in general and administrative
            expenses on the accompanying condensed statements of operations for the
            year
            ended July 31, 2007 and for the period from inception (August 1, 2005)
            to July
            31, 2006 and for the period from inception (August 10, 2005) to July
            31, 2007,
            pursuant to this arrangement.
  **Liquidity
          and Capital Resources**
 
 Our
            net
            proceeds from the IPO, after deducting offering expenses of approximately
            $434,000 and underwriting discounts of approximately $2,047,000, was
            approximately $31,600,000 of which $30,199,000 was placed in a trust
            account and
            the remaining proceeds of approximately $1,430,000 became available to
            be used
            to provide for business, legal and accounting due diligence on prospective
            transactions and continuing general and administrative expenses. We expect
            to
            use substantially all of the net proceeds of the IPO to acquire a target
            business, including identifying and evaluating prospective acquisition
            candidates, selecting the target business, and structuring, negotiating
            and
            consummating the 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, as well as any other net proceeds
            not
            expended, will be used to finance the operations of the target. At July
            31,
            2007, we had cash outside of the trust account of $995,386, cash held
            inside the
            trust account of $31,430,580, prepaid expenses of $41,000, deferred acquisition
            costs of $17,404 and total liabilities of $78,047.
  We
          believe that the funds available to us outside of the trust account will
          be
          sufficient to allow us to operate until April 25, 2008, assuming that a
          business
          combination is not consummated during that time. Of the funds held outside
          of
          the trust account totaling $995,386 as of July 31, 2007, we anticipate
          using
          these funds to cover legal and accounting fees, other expenses attendant
          to the
          due diligence investigations, structuring, and negotiating of a business
          combination, and administrative expenses incurred prior to completing a
          business
          combination. 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.
  22
 
 **Off-Balance
          Sheet Arrangements**
 
 As
          of
          July 31, 2007, we did not have any off-balance sheet arrangements as defined
          in
          Item 303(a)(4)(ii) of Regulation S-K.
 
 **Contractual
          Obligations and Commitments**
  Our
            contractual obligations are set forth in the following table as of July
            31,
            2007:
 **Payment
                      due by period****Contractual**
                  
                  
                  
                  
                  
                  **Less
                      than**
                  
                  
                  **1-3**
                  
                  
                  **3-5**
                  
                  
                  **More
                      than****Obligations**
                  
                  
                  **Total**
                  
                  
                  **1
                      year**
                  
                  
                  **years**
                  
                  
                  **years**
                  
                  
                  **5
                      years**Administrativeservicesagreement(1)
                  
                  $
                  64,500
                  
                  $
                  64,500
                  
                  
                  
                  
                  $
                  -
                  
                  
                  -Total
                  
                  $
                  64,500
                  
                  $
                  64,500
                  
                  $
                  0
                  
                  $
                  -
                  
                  $
                  -
   
 (1)
          Beginning April 18, 2006, we became obligated to pay Everest
          Telecom LLC ,
          an
          affiliate of Mr. Rahul Prakash, our Chairman of the Board and Chief
          Executive Officer and a member of our board of directors, a monthly fee
          of
          $7,500 for office and administrative services. Amounts of $90,000, $25,725
          and
          $115,725 are included in general and administrative expenses on the accompanying
          condensed statements of operations for the year ended July 31, 2007 and
          for the
          period from inception (August 1, 2005) to July 31, 2006 and for the period
          from
          inception (August 10, 2005) to July 31, 2007, pursuant to this
          arrangement.
 
 **Critical
          Accounting Policies**
  Investments
            Held in Trust - The restricted investment held in the Trust Fund at July
            31,
            2007 is comprised of U.S. Government Institutional money market securities
            with
            maturities of up to 30 days. Such securities generate current income
            which is
            exempt from federal income tax and the Company is incorporated in Delaware
            and
            accordingly is subject to franchise taxes.
  Fair
          Value of Financial Instruments and Derivatives - The fair values of our
          assets
          and liabilities that qualify as financial instruments under SFAS No. 107
          approximate their carrying amounts presented in the balance sheet at July
          31,
          2007.
  We
          account for derivative instruments in accordance with SFAS No. 133 “Accounting
          for Derivative Instruments and Hedging Activities,” as amended, (“SFAS 133”)
          which establishes accounting and reporting standards for derivative instruments
          and hedging activities, including certain derivative instruments imbedded
          in
          other financial instruments or contracts and requires recognition of all
          derivatives on the balance sheet at fair value. Accounting for the changes
          in
          the fair value of the derivative instruments depends on whether the derivatives
          qualify as hedge relationships and the types of the relationships designated
          are
          based on the exposures hedged. Changes in the fair value of derivative
          instruments which are not designated as hedges are recognized in earnings
          as
          other income (loss).
  23
 **ITEM
            7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
            RISKS**
  To
            date,
            our efforts have been limited to organizational activities and activities
            relating to our initial public offering and the identification of a target
            business. We have neither engaged in any operations nor generated any
            revenues.
            As the proceeds from our initial public offering held in trust have been
            invested in short term investments, our only market risk exposure relates
            to
            fluctuations in interest.
 As
            of
            July 31, 2007, $31,430,580 of the net proceeds of our initial public
            offering
            (including interest) was held in trust for the purposes of consummating
            a
            business combination. The proceeds held in trust have been invested in
            a money
            market fund which invests in United States Treasury Bills, commercial
            paper and
            other money market instruments. As of July 31, 2007, the effective annualized
            interest rate payable on our investment was 3.22%.
  We
          have
          not engaged in any hedging activities since our inception on August 1,
          2005. We
          do not expect to engage in any hedging activities with respect to the market
          risk to which we are exposed.
 
 **ITEM
          8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**
  The
            Company’s financial statements, the related notes, the Independent Auditors’
Report thereon and Management’s Report on Internal Control Over Financial
            Reporting are included in our 2007 Financial Statements and are filed
            as a part
            of this report on page F-1 following the signatures.
  **ITEM
          9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE**
  There
          were no changes in or disagreements with accountants on accounting and
          financial
          disclosure.
  **ITEM
          9A.  CONTROLS AND PROCEDURES**




Our
      management, with the participation of our Chief Executive Officer and Chief
      Financial Officer, evaluated the effectiveness of our disclosure controls and
      procedures as of July 31, 2007. The term “disclosure controls and procedures,”
as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
      of
      1934 (the “Exchange Act”), means controls and other procedures of a company that
      are designed to ensure that information required to be disclosed by a company
      in
      the reports that it files or submits under the Exchange Act is recorded,
      processed, summarized and reported, within the time periods specified in the
      SEC’s rules and forms. Disclosure controls and procedures include, without
      limitation, controls and procedures designed to ensure that information required
      to be disclosed by a company in the reports that it files or submits under
      the
      Exchange Act is accumulated and communicated to the company’s management,
      including its principal executive and principal financial officers, as
      appropriate to allow timely decisions regarding required disclosure. Management
      recognizes that any controls and procedures, no matter how well designed and
      operated, can provide only reasonable assurance of achieving their objectives
      and management necessarily applies its judgment in evaluating the cost-benefit
      relationship of possible controls and procedures.




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


24




**CHANGES
      IN INTERNAL CONTROL OVER FINANCIAL REPORTING**




There
      has
      been no change in our internal control over financial reporting during the
      fourth fiscal quarter ended July 31, 2007 that has materially affected, or
      is
      reasonably likely to materially affect, our internal control over financial
      reporting.




**ITEM
      9B.  OTHER INFORMATION**




Not
      applicable.




25


**PART
      III**




**ITEM
      10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT**




**MANAGEMENT**




Our
      current directors, executive officers and senior advisors are as follows:




**Name**
            **Age**
            **Position**Rahul
                Prakash
            46
            Chairman
                of the Board and Chief Executive OfficerAbhishek
                Jain
            39
            President,
                Secretary and DirectorAvinash
                Vashishtha
            46
            Executive
                Vice President, Chief Financial Officer and DirectorDr.
                Brian Boyle
            59
            DirectorAtikem
                Haile-Mariam
            42
            Senior
                AdvisorRavindra
                Sannareddy
            44
            Senior
                AdvisorSaurabh
                Srivastava
            61
            Senior
                Advisor





***Rahul
      Prakash*** has been
      our Chairman of the Board and Chief Executive Officer since our inception.
      Mr.
      Prakash has served as the President and Chief Executive Officer of Everest
      Telecom LLC, a private investment firm that invests and manages investments
      in
      business services, software services, telecommunications and related businesses,
      since he founded that company in April 2002. In May 2006 Mr. Prakash formed
      served as President of Everest Telecom Management LLC, a company that makes
      private investments. Since March 2005, he also has served as the Chairman of
      the
      Board of Softscribe, a business process services company based in India, and
      since February 2005, has served as the Chairman of the Board of Everest
      Services, a software outsourcing firm, both of which are portfolio companies
      of
      Everest Telecom. From 1994 to 1997, Mr. Prakash was Vice President of Telcom
      Ventures, a private equity firm, and thereafter served as that company’s
      President from 1997 to September 2002. During his tenure, Telcom was an early
      investor in: XM Satellite Radio Holdings, Inc., a Nasdaq listed company; Aether
      Holdings, Inc., a Nasdaq listed company; Teligent, Inc., which was formerly
      a
      Nasdaq listed company; Mobile Satellite Ventures; Ubiquitel PCS, an affiliate
      of
      Sprint Corp., a New York Stock Exchange listed company; and BPL Mobile, a
      cellular operator in India, among others. Under Mr. Prakash’s leadership, Telcom
      also invested in Wireless Ventures of Brazil and Wireless Ventures of Argentina,
      which were collectively acquired in 1997 by Nextel International Inc., a
      subsidiary of a Nasdaq listed company. During his tenure at Telcom, Mr. Prakash
      served on the boards of two publicly-traded portfolio companies, Aether (from
      1996 to June 2001), and Teligent (from May 2001 to September 2002). From 1991
      to
      1997, Mr. Prakash was employed with LCC International, Inc., a Nasdaq listed
      telecommunications company, as Vice President and Special Advisor to the
      Chairman. While at LCC, Mr. Prakash also served as Head of Business Development
      for Telemate, a joint venture of France Telecom and LCC International based
      in
      Paris (from 1993 to 1994). Mr. Prakash was a founding board member of the Indian
      CEO Council of the U.S., an organization of senior executive entrepreneurs,
      serving from 1996 until March 2005. Mr. Prakash received a B.A. with honors
      and
      an M.B.A. from Delhi University and an M.B.A. from American University.




26




***Abhishek
      Jain*** has been
      our President and a member of our Board of Directors since our inception. Mr.
      Jain has been the Chief Executive Officer of WTP Capital, LLC, a private equity
      firm, since December 2004, and Chief Executive Officer of Washington Technology
      Partners, Inc., an affiliated private equity firm, since 2000. Both WTP Capital
      and Washington Technology Partners focus on investments in the business services
      sector using principles of international labor-rate arbitrage (i.e.,
      capitalizing on lower labor costs in different international locations). In
      June
      2006, Mr. Jain became the Chairman of Vigilar, one of WTP Capital’s portfolio
      companies. From January 2003 to July 2003, Mr. Jain was President of Megasoft
      Limited, a Bombay Stock Exchange listed software solutions company. In 1998,
      Mr.
      Jain was a founding partner in the law firm of Jones Jain LLP, a corporate
      law
      firm, and remained a partner at that firm until September 2000, when it was
      acquired by Greenberg Traurig, another corporate law firm. From 1995 to 1998,
      he
      was an attorney at Jones, Day, Reavis & Pogue, a corporate law firm, and
      from 1994 to 1995 he was an attorney at Holland & Knight, a corporate law
      firm. From 1996 to September 2000, Mr. Jain served as counsel to the Embassy
      of
      India in the U.S. Mr. Jain was a Governor-appointed member of the board of
      the
      Virginia Biotechnology Research Park Authority, a public entity that governs
      Virginia’s biotechnology parks, from June 2001 to June 2005. Mr. Jain was
      Co-President and board member of the Indian CEO Council from March 2002 to
      March
      2005. Mr. Jain received a B.S., cum laude, from Towson State University and
      a
      J.D. from the University of Maryland School of Law.




***Avinash
      Vashistha*** has
      been
      our Executive Vice President, Chief Financial Officer and a member of our Board
      of Directors since our inception. In February 2006, Mr. Vashistha founded
      Tholons, Inc., a business process services industry advisory and
      investment firm, and since its inception, Mr. Vashistha has served as
      Tholons’ Chairman and Chief Executive Officer. In his roles at Tholons and
 neoIT and Nortel, Mr. Vashistha directly assisted clients in
      outsourcing more than $5 billion of business and IT services
      offshore. From 2000 until February 2006, Mr. Vashistha served as a Managing
      Partner, Director and Chairman of neoIT, a company he co-founded. neoIT is
      an
      advisory and management firm that advises clients regarding offshore IT and
      business services. Since December 2004, Mr. Vashistha has also been
      a Director of Tholons Capital LLC, a private equity firm. Mr. Vashistha
      co-authored the book, The
      Offshore Nation ,
      published by McGraw-Hill, and lectures on globalization in international media
      and industry forums. From 1996 to 2000, Mr. Vashistha worked for Nortel
      Corporation, a New York Stock Exchange listed communications equipment
      manufacturer, where he served as Director of International Research and
      Development Operations. In this capacity, Mr. Vashistha established and headed
      Nortel’s Indian outsourcing operations, which was comprised of more than 1,800
      personnel. From 1992 to 1996, as Director of European Delivery (U.K.) for
      Nortel, Mr. Vashistha led the design, development, deployment and support of
      large telecommunications networks for major U.K. and European clients. Mr.
      Vashistha also initiated offshoring work for Nortel to Vietnam, Turkey, Ireland,
      Israel, Russia and India. From 1990 to 1991, Mr. Vashistha was a Senior Manager
      with Nortel in the U.S., responsible for network management, client solutions,
      deployment and support. Prior to working at Nortel, Mr. Vashistha worked with
      AT&T  and
      Lucent in the U.S., designing and creating telecom, network, and enterprise
      client solutions. Mr. Vashistha received a B.Tech. from the Indian Institute
      of
      Technology in Kanpur, India, an M.S. from the University of Alberta, Canada
      and
      an M.B.A. from the University of Phoenix.




27




***Dr.
      Brian Boyle*** has been a member of our Board of Directors since our inception. Since 1993,
      Dr.
      Boyle has served as President of Boyle Corp, a private company that
      provides strategic consulting services to U.S. technology and service
      companies seeking to reduce development costs and increase quality. Since 1995,
      Dr. Boyle has served as a Director and Chairman Emeritus of MicroFinancial
      Incorporated, a New York Stock Exchange listed provider of lease and financing
      services, formerly known as Boyle Leasing Technologies. Dr. Boyle was the Chief
      Executive Officer of MicroFinancial from 1985 to 1987 and was its Chairman
      of
      the Board from 1985 to 1995. Additionally, Dr. Boyle has been a Director of
      Abt
      Associates Inc., a government and business research and consulting firm, since
      1996. Since 1985, Dr. Boyle has been a Director of DentAMed Inc., a health
      care
      finance company providing consumer funding for medical care. Dr. Boyle also
      served, from 1996 to August 2007, as Vice Chairman of Boston Communications
      Group, Inc., a Nasdaq listed provider of access management, billing, payment
      and
      network solution services, and has held various other positions since joining
      that company in 1994.  From 1999 to March 2003, Dr. Boyle was Chairman of
      the Board and Chief Executive Officer of GoldK, Inc., a retirement plan platform
      company focused on using the Internet to create, manage, distribute and support
      retirement plans. From 1989 to 1993, Dr. Boyle was Chief Executive Officer
      of
      Credit Technologies, Inc. (now Lightbridge, a Nasdaq listed company), a provider
      of credit decision, fraud prevention and customer acquisition software and
      services to the wireless industry, which he founded in 1989. From 1986 to 1996,
      Dr. Boyle was a general partner of BEB I/BEB II Limited Partnerships, which
      were
      start-up-focused investment funds. From 1984 to 1990, Dr. Boyle was Chief
      Executive Officer of Appex, Inc., a provider of billing software, MIS systems
      and roaming network and clearinghouse services for the cellular industry that
      was acquired by Electronic Data Systems in 1990. In 1974, Dr. Boyle founded
      Interactive Management Systems, Inc., a software products firm, where he served
      as President and Chief Executive Officer until it was acquired in 1981 by a
      company now owned by GTE. Dr. Boyle left Interactive Management Systems in
      1983.
      Dr. Boyle received an A.B. from Amherst College and a B.S., M.S., E.E. and
      Ph.D.
      from Massachusetts Institute of Technology.




***Atikem
      Haile-Mariam*** has
      served as a Senior Advisor to us since August 2005. Since June 2003, Mr.
      Haile-Mariam has been the founding director of Glob-T, an international telecom
      and outsourcing consulting group. Since June 2005 he has also served as a
      marketing manager for Finisar Corp. From July 2004 to May 2005, he worked as
      a
      venture investment consultant for International Finance Corporation/World Bankʼs
      Global IT Investments Division, where he advised the International Finance
      Corporation on investments in the business process outsourcing sector and
      investment in the Asia-Pacific region. In January 2001, Mr. Haile-Mariam
      co-founded Ignis Inc., a telecom component manufacturer, and served as its
      Vice
      President of Marketing and Business Development from its founding until January
      2003, when Ignis was acquired by Bookham Inc., a Nasdaq listed company. From
      1999 to January 2001, Mr. Haile-Mariam was a member of Intel Capital
      Corporation’s investment organization and supervised that company’s investments
      in communications related entities. From 1992 to 1998, Mr. Haile-Mariam held
      several management positions within the communications group of Corning Inc.
      Mr.
      Haile-Mariam received a B.A. from Knox College , a B.S. from Washington
      University in St. Louis and an M.B.A. from The Darden School at the University
      of Virginia.




***Ravindra
      Sannareddy*** has
      served as a Senior Advisor to us since August 2005. Since its founding in 1994,
      Mr. Sannareddy has served as Chairman of the Board of Megasoft Limited, a Bombay
      Stock Exchange listed software solutions company. From 1994 to 1998, Megasoft
      managed, on an outsource basis, the U.S. software services division for Satyam
      Computer Services Limited, a New York Stock Exchange listed computer services
      and consulting firm. Mr. Sannareddy was employed with ICF Consulting, an
      engineering and energy-consulting organization, from 1990 to 1994, in different
      capacities. Mr. Sannareddy received a B.S. from Regional Engineering College
      in
      Trichy, India, a B.S. from Utah State University and an M.S.E. from The Johns
      Hopkins University.




28




***Saurabh
      Srivastava*** has
      served as a Senior Advisor to us since August 2005. Since 1998, Mr. Srivastava
      has been the Chairman of the Board of Xansa India Pvt. Ltd., an international
      business process and IT services company. Since March 2006, Mr. Srivastava
      has
      been a member of the board of directors of East India Company Acquisition Corp.,
      a blank check company formed with the purpose of effecting a merger, capital
      stock exchange, asset acquisition or other similar business combination with
      an
      operating business that has operations in India. Since 1998, Mr. Srivastava
      also
      has been a Director of Xansa plc, a London Stock Exchange listed (a UK FTSE
      250
      company) provider of international business processes and IT services. In 1989,
      Mr. Srivastava founded IIS Infotech Limited, a software services and consulting
      company, and served as that company’s Chairman of the Board from its inception
      until it was acquired by Xansa in 1998. In 1988, Mr. Srivastava co-founded
      the
      National Association of Software Services Companies (NASSCOM), India’s software
      industry association, for which he served as Chairman from 1997 to 1998 and
      as
      Chairman Emeritus from 1999 to the present. Since April 2002, Mr. Srivastava
      has
      been a member of the Venture Capital Committee of the Securities and Exchange
      Board of India. Since 2000, Mr. Srivastava has been Chairman of the Indian
      Venture Capital Association, an organization of venture capital funds in India,
      whose mission is to facilitate growth of venture capital and private equity
      in
      India. From 2000 until September 2002, Mr. Srivastava was also a member of
      the
      Screening Committee, OTCEI (Over-the-Counter Exchange of India). Since 1999,
      he
      has been a founder and Chairman of Infinity, India’s first angel venture capital
      fund. Mr. Srivastava has also been a member of the Investment Committee of
      the
      Indian Government’s National Venture Capital Fund since October 2002. From 1997
      to 1998, Mr. Srivastava was Chairman of the Information Technology Committee
      of
      FICCI (Federation of Indian Chambers of Commerce and Industry). Mr. Srivastava
      received a B.Tech. from the Indian Institute of Technology in Kanpur, India,
      and
      an M.S. from Harvard University.




Our
      board
      of directors is divided into three classes with only one class of directors
      being elected in each year and each class serving a three-year term. The term
      of
      office of the first class of directors, consisting of Avinash Vashistha, will
      expire at our first annual meeting of stockholders. The term of office of the
      second class of directors, consisting of Abhishek Jain, will expire at the
      second annual meeting. The term of office of the third class of directors,
      consisting of Dr. Brian Boyle and Rahul Prakash, will expire at the third annual
      meeting.




We
        do not
        have an audit committee of our Board of Directors nor do we have an audit
        committee financial expert, because we do not believe the nature of our business
        is such that an audit committee or audit committee financial expert would
        be
        useful or necessary. Furthermore, our equity securities are not listed on
        an
        exchange or automated quotation system that requires its listed companies
        to
        appoint an audit committee. Our
        board
        of directors has not made a determination as to the independence of our
        directors. We intend to comply with the independence standards required upon
        completion of a business combination.




We
      have
      not adopted a Code of Ethics that applies to our principal executive officer
      or
      principal financial officer, or persons performing similar functions, primarily
      because we do not and will not have any operations until such time as we enter
      into a business combination. We intend to adopt a Code of Ethics at or prior
      to
      such time as we enter into a business combination.




29







**Conflicts
      of Interest**




Holders
      of our securities should be aware of the following potential conflicts of
      interest:




•
None
      of
      our officers and directors are required to commit their full time to our affairs
      and, accordingly, they may have conflicts of interest in allocating management
      time among various business activities.




•
In
      the
      course of their other business activities, our officers and directors may become
      aware of investment and business opportunities which may be appropriate for
      presentation to us as well as the other entities with which they are affiliated.
      They may have conflicts of interest in determining to which entity a particular
      business opportunity should be presented.




•
Our
      directors own warrants that are subject to lock-up agreements restricting their
      sale until a business combination is successfully completed. Accordingly, our
      board may have a conflict of interest in determining whether a particular target
      business is appropriate to effect a business combination. Additionally, such
      individuals may purchase units in the open market. If such individuals purchase
      Series B units in the open market or Class B common stock in the open market,
      they would be entitled to vote as they choose on a proposal to approve a
      business combination and exercise conversion rights in connection therewith.
      These individuals may not have the same interests as other Class B common
      stockholders.




•
      Although none of our directors and officers are expected to enter into
      consulting or employment agreements with the company as part of the proposed
      business combination pursuant to which they may be entitled to compensation
      for
      their services following the business combination, the final terms of the
      proposed business combination have not been negotiated. The personal and
      financial interests of our directors and officers may influence their motivation
      in negotiating and completing a business combination in a timely manner.




Conflicts
      of interest may arise when our board evaluates the proposed business
      combination. We cannot assure you that any of the above mentioned conflicts
      will
      be resolved in our favor. If any of these conflicts are not resolved in our
      favor, it may diminish our ability to complete a favorable business combination.




In
      order
      to minimize potential conflicts of interest which may arise from multiple
      corporate affiliations, each of our officers and directors has agreed, until
      the
      earlier of a business combination or the distribution of the trust fund to
      the
      Class B stockholders, or such time as he ceases to be an officer or director,
      to
      present to our company for our consideration, prior to presentation to any
      other
      entity, any suitable business opportunity which may reasonably be required
      to be
      presented to us subject to any pre-existing fiduciary or contractual obligations
      he might have.




Mr.
      Jain
      has a pre-existing fiduciary obligation to WTP Capital, LLC and its affiliate,
      Washington Technology Partners, Inc. (collectively, “WTP”). However, the
      investment focus of WTP is substantially smaller than our focus, and it is
      not
      anticipated that WTP would target business combinations as large as we will
      target. Accordingly, we believe that any potential for a conflict of interest
      due to this pre-existing obligation is minimal.




30







To
      further minimize potential conflicts of interest, we have agreed not to
      consummate a business combination with an entity which is affiliated with any
      of
      our initial securityholders unless we obtain an opinion from an independent
      investment banking firm that the business combination is fair to our
      stockholders from a financial point of view. The proposed target business is
      not
      an affiliate of any of our initial securityholders.




**Section
      16(A) Beneficial Ownership Reporting Compliance**




Section
      16(a) of the Securities Exchange Act of 1934 requires certain officers and
      directors of Global Services Partners Acquisition Corp., and any persons who
      own
      more than ten-percent of the common stock outstanding to file forms reporting
      their initial beneficial ownership of shares and subsequent changes in that
      ownership with the Securities and Exchange Commission and the NASDAQ Stock
      Market. Officers and directors of Global Services Partners Acquisition Corp.,
      and greater than ten-percent beneficial owners are also required to furnish
      the
      Company with copies of all such Section 16(a) forms they file. Based solely
      on a
      review of the copies of the forms furnished to the Company, the Company believes
      that during the 2007 fiscal year we complied with all section 16(a) filing
      requirements.




**ITEM
      11.  EXECUTIVE COMPENSATION**




**Compensation
      Discussion and Analysis**




None
      of
      our executive officers, directors or senior advisors has received any cash
      compensation for services rendered. Additionally, we have not entered into
      employment agreements with any of our executive officers, directors or senior
      advisors. Commencing April 18, 2006, we began paying Everest Telecom LLC, an
      affiliate of Mr. Rahul Prakash, a fee of $7,500 per month for providing us
      with
      office space and certain office and administrative services. However, this
      arrangement is solely for our benefit and is not intended to provide Mr. Prakash
      compensation in lieu of a salary. Other than this $7,500 per-month fee, no
      compensation of any kind, including finder’s and consulting fees, has been paid
      to any of our initial stockholders, officers, directors, senior advisors or
      any
      of their respective affiliates, prior to, or for any services they render in
      order to effectuate, the consummation of a business combination. However, they
      are 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. There is no limit
      on
      the amount of these out-of-pocket expenses and there is no review of the
      reasonableness of the expenses by anyone other than our board of directors
      (which includes persons who may seek reimbursement) or a court of competent
      jurisdiction if such reimbursement is challenged. Because of the foregoing,
      we
      will generally not have the benefit of independent directors examining the
      propriety of expenses incurred on our behalf and subject to reimbursement.




Since
      our
      formation, we have not granted any stock options or stock appreciation rights
      or
      any awards under long-term incentive plans.




31







Other
      than the securities described above and in the section appearing below in this
      Annual Report on Form 10-K entitled “Security Ownership of Certain Beneficial
      Owners and Management and Related Stockholder Matters,” neither our officers nor
      our directors have received any of our equity securities.




**Compensation
      Committee Interlocks and Insider Participation**




None.




**Compensation
      Report**




Since
      we
      do not have a compensation committee, the board of directors has reviewed and
      discussed with our management the Compensation Discussion and Analysis. Based
      on
      this review and these discussions with management, the board of directors has
      determined that the Compensation Discussion and Analysis be included in this
      Annual Report on Form 10-K.




Rahul
      Prakash


Abhishek
      Jain


Avinash
      Vashistha


Dr.
      Brian Boyle


32







**ITEM
      12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      AND RELATED STOCKHOLDERS**




·
            The
                following table sets forth information regarding the beneficial ownership
                of our common stock and Class B common stock as of October 25, 2007,
                by:




·
            each
                person known by us to be the beneficial owner of more than 5% of
                our
                outstanding shares of common stock;




·
            each
                of our officers, directors and senior advisors; and




·
            all
                our officers and directors as a group.




Unless
      otherwise indicated, we believe that all persons named in the table have sole
      voting and investment power with respect to all shares of common stock
      beneficially owned by them.




**Common
                Stock**
            
            **Class
                B Common Stock****Name
                and Address**
              **of
                Beneficial Owner**(1)
            
            **Amount
                and Nature of Beneficial Ownership**
            
            **Percent**
            
            **Amount
                and Nature of Beneficial Ownership**
            
            **Percent**Rahul
                Prakash
            
            
            0(2)
            
            
            --
            
            
            --
            
            
            --Abhishek
                Jain
            
            
            100(3)
            
            
            *
            
            
            --
            
            
            --Avinash
                Vashistha
            
            
            0(4)
            
            
            --
            
            
            --
            
            
            --Dr.
                Brian Boyle
            
            
            0(5)
            
            
            --
            
            
            --
            
            
            --Atikem
                Haile-Mariam(6)
            
            
            0(7)
            
            
            --
            
            
            --
            
            
            --Ravindra
                Sannareddy(8)
            
            
            0(7)
            
            
            --
            
            
            --
            
            
            --Saurabh
                Srivastava(9)
            
            
            0(10)
            
            
            --
            
            
            --
            
            
            --Sapling
                LLC(11)
            
            
            --
            
            
            --
            
            
            441,841(12)
            
            
            7.4
            %Fir
                Tree Recovery Master Fund, L.P.(13)
            
            
            --
            
            
            --
            
            
            144,159(12)
            
            
            2.4
            %Fir
                Tree, Inc.(14)
            
            
            --
            
            
            --
            
            
            586,000(12)
            
            
            9.8
            %Millenco,
                L.L.C.(15)
            
            
            46,770(16)
            
            
            5.1
            %
            
            --
            
            
            --Millennium
                Management L.L.C.(17)
            
            
            46,770(16)
            
            
            5.1
            %
            
            --
            
            
            --Israel
                A. Englander(18)
            
            
            46,770(16)
            
            
            5.1
            %
            
            --
            
            
            --Pentagram
                Partners, L.P.(19)
            
            
            130,000(20)
            
            
            14.13
            %
            
            --
            
            
            --Richard
                Jacinto II(21)
            
            
            130,000(20)
            
            
            14.13
            %
            
            --
            
            
            --Andrew
                M. Weiss, Ph.D(22)
            
            
            --
            
            
            --
            
            
            691,680(23)
            
            
            11.6
            %The
                Baupost Group, L.L.C.(24)
            
            
            --
            
            
            --
            
            
            581,000
            
            
            9.72
            %Satellite
                Asset Management, L.P.(25)
            
            
            --
            
            
            --
            
            
            480,000(26)
            
            
            8.03
            %Satellite
                Fund Management LLC(27)
            
            
            --
            
            
            --
            
            
            480,000(26)
            
            
            8.03
            %All
                executive officers and directors as  a group (4
                persons)
            
            
            100(28)
            
            
            *
            
            
            --
            
            
            --







*
      Less than 1%.




33




(1)
            Unless
                otherwise noted, the business address of each of the following is
                3130
                Fairview Park Drive, Suite 500, Falls Church, Virginia 22042.


(2)
            Does
                not include 1,167,420 shares of common stock issuable upon exercise
                of
                Class W warrants and Class Z warrants which are not exercisable and
                will
                not be exercisable within the next 60 days.


(3)
            Does
                not include 726,520 shares of common stock issuable upon exercise
                of Class
                W warrants and Class Z warrants which are not exercisable and will
                not be
                exercisable within the next 60 days. The shares and warrants are
                held by
                WTP Capital, LLC, of which Mr. Jain is the Chief Executive Officer
                and a
                member. Mr. Jain exercises voting and disposition power over these
                shares
                and warrants.


(4)
            Does
                not include 726,520 shares of common stock issuable upon exercise
                of Class
                W warrants and Class Z warrants which are not exercisable and will
                not be
                exercisable within the next 60 days. The warrants are held by Tholons
                Capital LLC, of which Mr. Vashistha is President and a member. Mr.
                Vashistha exercises voting and disposition power over these shares
                and
                warrants.


(5)
            Does
                not include 290,600 shares of common stock issuable upon exercise
                of Class
                W warrants and Class Z warrants which are not exercisable and will
                not be
                exercisable within the next 60 days.


(6)
            The
                address of Mr. Haile-Mariam is 903 Oakes Street, East Palo Alto,
                CA
                94303.


(7)
            Does
                not include 74,520 shares of common stock issuable upon exercise
                of Class
                W warrants and Class Z warrants which are not exercisable and will
                not be
                exercisable within the next 60 days.


(8)
            The
                address of Mr. Sannareddy is 45800 Mountain Pine Square, Sterling,
                Virginia 20166.


(9)
            The
                address of Mr. Srivastava is C-482, Defence Colony, New Delhi 110024
                India.


(10)
            Does
                not include 14,900 shares of common stock issuable upon exercise
                of Class
                W warrants and Class Z warrants which are not exercisable and will
                not be
                exercisable within the next 60 days.


(11)
            The
                business address of Sapling LLC is 505 Fifth Avenue, 23rdFloor, New York, NY 10017.




(12)
            Sapling
                and Fir Tree Recovery are the beneficial owners 441,841 shares of
                Class B
                common stock and 144,159 shares of Class B common stock, respectively.
                Fir
                Tree, Inc. may be deemed to beneficially own the shares of Class
                B common
                stock held by Sapling LLC and Fir Tree Recovery Master Fund, L.P.,
                as Fir
                Tree, Inc. is the investment manager of both entities. The foregoing
                information is derived from a Schedule 13G filed with the Securities
                and
                Exchange Commission on September 22,
                2006.




(13)
            The
                business address of Fir Tree Recovery Master Fund, L.P. is c/o Admiral
                Administration Ltd., Admiral Financial Center, 5thFloor, 90 Fort Street, Box 32021 SMB, Grand Cayman, Cayman
                Islands.




(14)
            The
                business address of Fir Tree, Inc. is 505 Fifth Avenue, 23rdFloor, New York, NY 10017.




(15)
            The
                business address ofMillenco,
                L.L.C. is 666 Fifth Avenue, New York, NY
                10103.




(16)
            Does
                not include 1,644,730 shares of common stock issuable upon exercise
                of
                Class W warrants and Class Z warrants which are not exercisable and
                will
                not be exercisable within the next 60 days. Millennium Management,
                L.L.C.,
                is the manager of Millenco, L.L.C., and consequently may be deemed
                to have
                shared voting control and investment discretion over securities owned
                by
                MIllenco, L.L.C. Israel A. Englander is the managing member of Millennium
                Management. As a result, Mr. Englander may be deemed to have shared
                voting
                control and investment discretion over securities deemed to be
                beneficially owned by Millennium Management, L.L.C. The foregoing
                information is derived from a Schedule 13G filed with the Securities
                and
                Exchange Commission on June 22, 2007.




(17)
            The
                business address of Millennium Management, L.L.C. is 666 Fifth Avenue,
                New
                York, NY 10103.




(18)
            The
                business address of Israel A. Englander is c/o Millennium Management,
                L.L.C., 666 Fifth Avenue, New York, NY
                10103.




(19)
            The
                business address of Pentagram Partners, L.P. is 630 Fifth Avenue,
                20thFloor, New York, NY 10111.




34







(20)
            Pentagram
                Partners, L.P. is the beneficial owner of 130,000 shares of common
                stock,
                which are included within 65,000 Series A Units. Each Series A Unit
                consists of two shares of common stock and ten Class Z warrants.
                Does not
                include 966,000 shares of common stock issuable upon exercise of
                Class W
                warrants and Class Z warrants which are not exercisable and will
                not be
                exercisable within the next 60 days. Richard Jacinto II is the General
                Partner of Pentagram Partners, L.P. and consequently may be deemed
                to be
                the beneficial owner of its holdings by virtue of controlling the
                voting
                and dispositive powers of Pentagram Partners, L.P. The foregoing
                information is derived from a Form 3 filed with the Securities and
                Exchange Commission on February 14, 2007, and a Schedule 13G/A filed
                with
                the Securities and Exchange Commission on January 11,
                2007.




(21)
            The
                business address of Richard Jacinto II is 630 Fifth Avenue, 20thFloor, New York, NY 10111.




(22)
            The
                business address of Dr. Andrew M. Weiss, Ph.D. is 29 Commonwealth
                Avenue,
                10thFloor, Boston, MA 02116.




(23)
            Weiss
                Asset Management, LLC is the beneficial owner of 449,525 shares of
                Class B
                common stock, which include shares beneficially owned by a private
                investment partnership of which Weiss Asset Management, LLC is the
                sole
                general partner. Weiss Capital, LLC is the beneficial owner of 192,115
                shares of Class B common stock, which include shares beneficially
                owned by
                a private investment corporation of which Weiss Capital, LLC is the
                sole
                investment manager. Andrew Weiss is the managing member of Weiss
                Asset
                Management, LLC and Weiss Capital, LLC. Dr. Weiss disclaims beneficial
                ownership of the 691,680 shares of Class B common stock reported
                herein as
                beneficially owned by him except to the extent of his pecuniary interest
                therein. The foregoing information is derived from a Schedule 13G/A
                filed
                with the Securities and Exchange Commission on February 26, 2007,
                and a
                Form 3 filed with the Securities and Exchange Commission on February
                20,
                2007. The business address of each of the foregoing entities is 29
                Commonwealth Avenue, 10thFloor, Boston, MA 02116.




(24)
            The
                business address of The Baupost Group, L.L.C. is 10 St. James Avenue,
                Suite 2000, Boston, MA 02166.




(25)
            The
                business address of Satellite Asset Management, L.P. is 623 Fifth
                Avenue,
                19thFloor, New York, NY 10022.




(26)
            Satellite
                Fund II, L.P. and Satellite Fund IV, L.P. (collectively, the “Delaware
                Funds”) are the beneficial owners of 103,296 shares of Class B common
                stock and 23,664 shares of Class B common stock, respectively, over
                which
                Satellite Advisors, L.L.C. has discretionary trading authority, as
                general
                partner. Satellite Overseas Fund, Ltd., The Apogee Fund, Ltd., Satellite
                Overseas Fund V, Ltd., Satellite Overseas Fund CI, Ltd., Satellite
                Overseas Fund VIII, Ltd. and Satellite Overseas Fund IX, Ltd.
                (collectively, the “Offshore Funds” and together with the Delaware Funds,
                the “Satellite Funds”) are the beneficial owners of 236,352 shares of
                Class B common stock, 55,104 shares of Class B common stock, 24,720
                shares
                of Class B common stock, 7,248 shares of Class B common stock, 1,488
                shares of Class B common stock and 28,128 shares of Class B common
                stock,
                respectively, over which Satellite Asset Management, L.P. has
                discretionary investment trading authority. The general partner of
                Satellite Asset Management, L.P. is Satellite Fund Management LLC.
                Satellite Fund Management LLC and Satellite Advisors, L.L.C. each
                share
                the same Executive Committee that makes investment decisions on behalf
                of
                the Satellite Funds. The foregoing information is derived from a
                Schedule
                13G/A filed with the Securities and Exchange Commission on March
                29, 2007.
                The business address of each of the foregoing entities is 623 Fifth
                Avenue, 19th Floor, New York, New York
                10022.




(27)
            The
                business address of Satellite Fund Management LLC is 623 Fifth Avenue,
                19thFloor, New York, NY 10022.




(28)
            Does
                not include 2,911,060 shares of common stock issuable upon exercise
                of
                Class W warrants and Class Z warrants which are not exercisable and
                will
                not be exercisable within the next 60
                days.




35


**ITEM
      13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**




In
      August
      2005, we issued 100 shares of common stock for $500 in cash, or a purchase
      price
      of $5.00 per share. We also issued 1,537,500 Class W warrants and 1,537,500
      Class Z warrants for $153,750 in cash, at a purchase price of $0.05 per warrant.
      These securities were issued to the individuals and entities set forth below,
      as
      follows:




**Name**
            
            **Number
                of Shares of Common Stock**
            
            **Number
                of Class W Warrants**
            
            **Number
                of Class Z Warrants**
            
            **Relationship
                to Us**Rahul
                Prakash
            
            
            0
            
            
            583,710
            
            
            583,710
            
            
            Chairman
                of the Board and
              Chief
                Executive OfficerAbhishek
                Jain
            
            
            100(1)
            
            
            363,260(1)
            
            
            363,260(1)
            
            
            President,
                Secretary and DirectorAvinash
                Vashistha
            
            
            0
            
            
            363,260(2)
            
            
            363,260(2)
            
            
            Executive
                Vice President, Chief Financial Officer and DirectorDr.
                Brian Boyle
            
            
            0
            
            
            145,300
            
            
            145,300
            
            
            DirectorAtikem
                Haile-Mariam
            
            
            0
            
            
            37,260
            
            
            37,260
            
            
            Senior
                Advisor and WarrantholderRavindra
                Sannareddy
            
            
            0
            
            
            37,260
            
            
            37,260
            
            
            Senior
                Advisor and WarrantholderSaurabh
                Srivastava
            
            
            0
            
            
            7,450
            
            
            7,450
            
            
            Senior
                Advisor and Warrantholder


_____________________


(1)
            These
                shares and warrants were acquired by WTP Capital, LLC, of which Mr.
                Jain
                is the Chief Executive Officer and a member.




(2)
            These
                warrants were acquired by Tholons Capital LLC, of which Mr. Vashistha
                is
                President and a member.




Each
      of
      the current holders of our securities has agreed, pursuant to a letter agreement
      between us and HCFP/Brenner Securities, not to sell any of the foregoing
      securities until the completion of a business combination. In addition, WTP
      Capital, LLC, the sole holder of our common stock outstanding prior to our
      initial public offering, of which Mr. Jain is Chief Executive Officer and a
      member, has agreed to waive its right to participate in any liquidation
      distribution with respect to shares of common stock acquired by it prior to
      our
      initial public offering.




Everest
      Telecom LLC, an affiliate of Mr. Prakash, has agreed that until the acquisition
      of a target business, it will make available to us office space and certain
      office and administrative services, as we may require from time to time. We
      have
      agreed to pay Everest Telecom $7,500 per month for these services. Mr. Prakash
      is its President and Chief Executive Officer and member owns approximately
      90%
      of Everest Telecom. Consequently, Mr. Prakash will benefit from this transaction
      to the extent of his interests in Everest Telecom. However, this arrangement
      is
      solely for our benefit and is not intended to provide Mr. Prakash compensation
      in lieu of a salary. We believe, based on rents and fees for similar services
      in
      the northern Virginia area, that the fees charged by Everest Telecom is at
      least
      as favorable as we could have obtained from an unaffiliated person. However,
      as
      our directors may not be deemed “independent,” we did not have the benefit of
      disinterested directors approving this transaction.




Our
      initial securityholders advanced a total of $52,500 to us in August 2005 to
      cover expenses related to our initial public offering. We issued notes to them
      which were repaid from the proceeds of our initial public offering that are
      not
      held in trust.




36







We
      reimburse our officers, directors and senior advisors, for any reasonable
      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. There is no limit on the amount of
      accountable out-of-pocket expenses reimbursable by us, which will be reviewed
      only by our board or a court of competent jurisdiction if such reimbursement
      is
      challenged.




Other
      than the $7,500 per-month administrative fee payable to Everest Telecom and
      reimbursable out-of-pocket expenses payable to our officers and directors,
      no
      compensation or fees of any kind, including finders and consulting fees, will
      be
      paid to any of our initial securityholders, officers or directors, or to any
      of
      their affiliates prior to, or for any services they render in order to
      effectuate, the consummation of the business combination. From the consummation
      of our initial public offering through July 31, 2007, we paid an aggregate
      of
      $115,725 to Everest Telecom.




Any
      ongoing or future transactions between us and any of our officers and directors
      or their respective affiliates, including loans by our officers and directors,
      will require prior approval in each instance by a majority of our disinterested
      “independent” directors (to the extent we have any) or the members of our board
      who do not have an interest in the transaction. These directors will, if they
      determine necessary or appropriate, have access, at our expense, to our
      attorneys or independent legal counsel. We will not enter into any such
      transaction unless our disinterested “independent” directors (or, if there are
      no “independent” directors, our disinterested directors) determine that the
      terms of such transaction are no less favorable to us than those that would
      be
      available to us with respect to such a transaction from unaffiliated third
      parties.




37





**ITEM
      14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES**




The
      following is a summary of the fees billed to the Company by BDO Seidman, LLP
      for
      professional services rendered from inception (August 10, 2005) to July 31,
      2006
      and for the year ended July 31, 2007.




**Year
                  Ended**
                **July
                  31, 2007**
              
              **Period
                  From Inception to**
                **July
                  31, 2006**Audit
                  Fees
              
              $
              47,570(1)
              
              $
              69,613(2)Audit-Related
                  Fees
              
              
              -------
              
              
              14,000(3)Tax
                  Fees(4)
              
              
              -------
              
              
              -------$
              47,570
              
              $
              83,613





___________________


(1)
              Represents
                  audit fees related to the audit of our financial statements for
                  the year
                  ended July 31, 2007, estimated to be $19,000,
                  and the quarterly reviews of financial statements included in our
                  quarterly reports on Form 10Q for the quarterly periods ended October
                  31,
                  2006, January 31, 2007 and April 20, 2007 aggregating $28,570.




(2)
            Represents
                audit fees related to professional services rendered in connection
                with
                our initial public offering (financial statements included in our
                Registration Statement on Form S-1 and our Current Report on Form
                8-K
                filed with the SEC on April 25, 2006), aggregating $42,528 (including
                expenses of $2,528), the audit of our financial statements for the
                period
                from August 10, 2005 (date of inception) to July 31, 2006 of $18,117
                and
                for the quarterly review of our financial statements in our Form
                10-Q for
                the period ended April 30, 2006 of
                $8,968.




(3)
            Audit-related
                fees of $14,000 include professional services related to consultation
                on
                accounting matters during our registration statement process for
                our
                initial public offering.




(4)
            There
                were no tax fees related to professional services rendered for tax
                compliance, tax advice or tax
                planning.




**Pre-Approval
      Policies And Procedures**




We
      currently do not have an audit committee. However, our board of directors has
      approved of the services described above.


38


**PART
      IV**





**ITEM
      15.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K**




Exhibits
      marked with an asterisk (*) are incorporated by reference to documents
      previously filed by us with the SEC, as exhibits to our registration statement
      on Form S-1 (File No. 333-128350). All other documents listed are filed with
      this report.


Exhibit
                  No.
              Description*3.1
              Amended
                  and Restated Certificate of Incorporation*3.2.1
              Amended
                  and Restated By-laws31.1
              Certificate
                  Pursuant to Rule 13a-14(a) under the Securities Exchange Act of
                  1934 of
                  the Principal Executive Officer31.2
              Certificate
                  Pursuant to Rule 13a-14(a) under the Securities Exchange Act of
                  1934 of
                  the Principal Financial Officer32.1
              Certificate
                  Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002 of the Principal Executive
                  Officer32.2
              Certificate
                  Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002 of the Principal Financial
                  Officer


39




**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized on the 29thday of
      October, 2007.




**GLOBAL
                SERVICES PARTNERS**
              **ACQUISITION
                CORP.****By:**
            /s/ Rahul PrakashRahul
              PrakashChairman
                of the Board and
              Chief
                Executive Officer




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below on the 29thday of October, 2007 by the following
      persons on behalf of the registrant and in the capacity indicated.







Name
            Title/s/
                  Rahul Prakash
              
              Rahul
                Prakash
            Chairman
                of the Board and Chief Executive Officer/s/
                  Abhishek Jain
              
              Abhishek
                Jain
            President,
                Secretary and Director/s/
                  Avinash Vashistha
              
              Avinash
                Vashistha
            Executive
                Vice President, Chief Financial Officer and Director/s/
                  Dr. Brian Boyle
              
              Dr.
                Brian Boyle
            Director





40




**GLOBAL
      SERVICES PARTNERS ACQUISITION CORP.**




**FINANCIAL
      STATEMENTS**


**FOR
      THE FISCAL YEAR ENDED JULY 31, 2007**


**INDEX**




**Global
      Services Partners Acquisition Corp.**


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




**INDEX
      TO FINANCIAL STATEMENTS**




**Pages**Report
                  of Independent Registered Public Accounting Firm
              
              
              F-2Financial
                  Statements:Balance
                  Sheets, July 31, 2007 and July 31, 2006
              
              
              F-3Statements
                  of Operations, for the year ended July 31, 2007, the period from
                  August
                  10, 2005 (inception) to July 31, 2006 and the period from August
                  10, 2005
                  (inception) to July 31, 2007
              
              
              F-4Statements
                  of Stockholders’ Equity, from August 10, 2005 (inception) to July 31, 2006
                  and year ended July 31, 2007
              
              
              F-5Statements
                  of Cash Flows, for the year ended July 31, 2007, the period from
                  August
                  10, 2005 (inception) to July 31, 2006 and for the period from August
                  10,
                  2005 (inception) to July 31, 2007
              
              
              F-6Notes
                  to Financial Statements
              
              
              F7-F14





F-1




**Report
      of Independent Registered Public Accounting Firm**








Board
      of
      Directors and Stockholders


Global
      Services Partners Acquisition Corp.


Falls
      Church, Virginia




We
      have
      audited the accompanying balance sheets of Global Services Partners Acquisition
      Corp. (a corporation in the development stage) as of July 31, 2007 and 2006,
      and
      the related statements of operations, stockholders’ equity and cash flows for
      the year ended July 31, 2007, for the period from August 10, 2005 (inception)
      to
      July 31, 2006 and for the period from August 10, 2005 (inception) to July 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 audits.





We
      conducted our audits in accordance with the standards of Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. The Company is not
      required to have, nor were we engaged to perform, an audit of its internal
      control over financial reporting. Our audits included consideration of
      internal control over financial reporting as a basis for designing audit
      procedures that are appropriate in the circumstances, but not for the purpose
      of
      expressing an opinion on the effectiveness of the Company’s internal control
      over financial reporting. Accordingly, we express no such opinion. An audit
      also
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the financial statements, assessing the accounting principles
      used and significant estimates made by management, as well as evaluating the
      overall financial statement presentation. We believe that our audits provide
      a
      reasonable basis for our opinion.





As
      discussed in Note 1, the Company’s Certificate of Incorporation provides for
      mandatory liquidation of the Company in the event that the Company does not
      consummate a business combination within 18 months of the Company’s initial
      public offering (October 25, 2007) or 24 months of the Company’s initial public
      offering (by April 25, 2008) if certain extension criteria are met.




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Global Services Partners
      Acquisition Corp. as of July 31, 2007 and 2006, and its results of operations
      and its cash flows for to the year ended July 31, 2007, for the period from
      August 10, 2005 (inception) to July 31, 2006 and for the period from August
      10,
      2005 (inception) to July 31, 2007, in conformity with accounting principles
      generally accepted in the United States of America.




The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Notes 1 and 8 to the financial
      statements, the Company is required to consummate a business combination within
      18 months of the Company’s initial public offering (by October 25, 2007) or 24
      months of the Company’s initial public offering (by April 25, 2008) if certain
      extension criteria are met. The possibility of such business combination not
      being consummated raises substantial doubt about the Company’s ability to
      continue as a going concern, and the financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.





/s/
      BDO
      Seidman, LLP




New
      York,
      NY




October
      25, 2007




F-2




**Global
      Services Partners Acquisition Corp.**


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


**Balance
      Sheets**


**July
                    31, 2007**
                
                **July
                    31, 2006****ASSETS****Current
                    Assets:**Cash
                    and cash equivalents
                
                $
                995,386
                
                $
                1,583,911Investment
                    held in trust, includinginterest
                    receivable of $84,647 and $80,929 respectively (Notes 1 and
                    3)
                
                
                31,430,580
                
                
                30,449,626Prepaid
                    expenses
                
                
                41,000
                
                
                4,125Deferred
                      Acquisition Costs (Note 3)
                
                
                17,404
                
                
                -**Total
                    assets**
                
                $
                32,484,370
                
                $
                32,037,662**LIABILITIES
                    AND STOCKHOLDER'S EQUITY****Current
                    Liabilities:**Accrued
                    registration costs
                
                $
                -
                
                $
                89,909Accounts
                    payable and accrued expenses
                
                
                78,047
                
                
                42,225Total
                    current liabilities
                
                
                78,047
                
                
                132,134**Class
                    B Common stock, subject to possible conversion****(1,195,402
                    shares at conversion value) (Note 1)**
                
                
                6,282,974
                
                
                6,086,880**Commitments**(Note
                    5)**Stockholders'
                    Equity**(Note 2, 6 and 7):Preferred
                    stock, par value $.0001 per share,5,000
                    shares authorized, 0 shares issued
                
                
                -
                
                
                -Common
                    stock, par value $.0001 per share,24,000,000
                    shares authorized, 920,100 sharesissued
                    and outstanding
                
                
                92
                
                
                92Class
                    B Common stock, par value $.0001 per share,7,000,000
                    shares authorized, 4,784,598 shares issuedand
                    outstanding (excluding 1,195,402 shares subjectto
                    possible conversion)
                
                
                478
                
                
                478Additional
                    paid-in-capital
                
                
                25,468,527
                
                
                25,664,621Retained
                    earnings accumulated in the development stage
                
                
                654,252
                
                
                153,457Total
                    stockholders' equity
                
                
                26,123,349
                
                
                25,818,648**Total
                    liabilities and stockholders' equity**
                
                $
                32,484,370
                
                $
                32,037,662
 The
      accompanying notes should be read in conjunction with the financial
      statements




F-3


**Global
      Services Partners Acquisition Corp.**


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


**Statements
      of Operations**


**For
                    the year**
                
                **From
                    August 10, 2005**
                
                **From
                    August 10, 2005****ended**
                
                **(inception)
                    to**
                
                **(inception)
                    to****July
                    31, 2007**
                
                **July
                    31, 2006**
                
                **July
                    31, 2007****Operating
                    expenses:**Professional
                    fees
                
                $
                253,945
                
                $
                64,424
                
                $
                318,369General
                    and administrative expenses (Note 4)
                
                
                260,052
                
                
                41,035
                
                
                301,087**Loss
                    from operations**
                
                
                (513,997
                )
                
                (105,459
                )
                
                (619,456
                )**Interest
                    income**
                
                
                1,014,792
                
                
                258,916
                
                
                1,273,708**Income
                    before provision for income taxes**
                
                
                500,795
                
                
                153,457
                
                
                654,252**Provision
                    for income taxes** (Note 4)
                
                
                -
                
                
                -
                
                
                -**Net
                    income for the period**
                
                
                500,795
                
                
                153,457
                
                
                654,252Accretion
                    of Trust Fund relating to Class Bcommon
                    stock subject to possible conversion
                
                
                (196,094
                )
                
                (50,100
                )
                
                (246,194
                )**Net
                    income attributable to other Class B common
                    stockholders****and
                    common stockholders**
                
                $
                304,701
                
                $
                103,357
                
                $
                408,058**Class
                    B common stock outstanding****subject
                    to possible conversion**
                
                
                1,195,402
                
                
                1,195,402**Net
                    income per Class B common stock subject to
                    possible****conversion,**basic
                    and diluted
                
                $
                0.16
                
                $
                0.04**Weighted
                    average number of common shares outstanding,**basicand
                    diluted
                
                
                5,704,698
                
                
                1,570,467**Net
                    income (loss) per share,**basic
                    and diluted
                
                $
                0.05
                
                $
                0.07




*The
      accompanying notes should be read in conjunction with the financial
      statements*




F-4


**Global
      Services Partners Acquisition Corp.**


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


**Statements
      of Stockholders’ Equity**




**Retained****earnings****Common
                      Stock,**
                  
                  
                  **Additional**
                  
                  
                  **accumulated
                      in** **the****Common
                      Stock**
                  
                  
                  **Class
                      B**
                  
                  
                  **Paid
                      -In**
                  
                  
                  **development****Shares**
                  
                  
                  **Amount**
                  
                  
                  **Shares**
                  
                  
                  **Amount**
                  
                  
                  **Capital**
                  
                  
                  **stage**
                  
                  
                  **Total****Balance,
                      August 10, 2005 (inception)**
                  
                  
                  -
                  
                  $
                  -
                  
                  
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -Issuance
                      of Common Stock to initial stockholder100
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  500
                  
                  
                  -
                  
                  
                  500Issuance
                      of 3,075,000 Warrantsat
                      $0.05 Per Warrant
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  153,750
                  
                  
                  -
                  
                  
                  153,750Sale
                      of 460,000 Series A Units and 2,990,000Series
                      B Units through public offering net ofunderwriter’s
                      discount and offering expenses andnet
                      of proceeds of $6,036,780 allocable to 1,195,402shares
                      of Class B common stock, subject topossible
                      conversion
                  
                  
                  920,000
                  
                  
                  
                  
                  
                  4,784,598
                  
                  
                  478
                  
                  
                  25,560,371
                  
                  
                  -
                  
                  
                  25,560,941Proceeds
                      from sale of underwriters’ purchase option
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  100
                  
                  
                  -
                  
                  
                  100Accretion
                      relating to Class B commonstock,
                      subject to possible conversion
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (50,100
                  )
                  
                  
                  
                  
                  (50,100
                  )Net
                      income for the period
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  153,457
                  
                  
                  153,457**Balance,
                      July 31, 2006**
                  
                  
                  920,100
                  
                  $
                  92
                  
                  
                  4,784,598
                  
                  $
                  478
                  
                  $
                  25,664,621
                  
                  $
                  153,457
                  
                  $
                  25,818,648Accretion
                      relating to Class B common
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (196,094
                  )
                  
                  
                  
                  
                  (196,094
                  )stock,
                      subject to possible conversion
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  -Net
                      income for the year
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  500,795
                  
                  
                  500,795**Balance,
                      July 31, 2007**
                  
                  
                  920,100
                  
                  $
                  92
                  
                  
                  4,784,598
                  
                  $
                  478
                  
                  $
                  25,468,527
                  
                  $
                  654,252
                  
                  $
                  26,123,349
 The
          accompanying notes should be read in
          conjunction with the financial statements
  F-5


**Global
      Services Partners Acquisition Corp.**


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


**Statements
      of Cash Flows**


**For
                    the year**
                
                **From
                    August 10, 2005**
                
                **From
                    August 10,****ended**
                
                **(inception)
                    to**
                
                **2005
                    (inception) to****July
                    31, 2007**
                
                **July
                    31, 2006**
                
                **July
                    31, 2007****CASH
                    FLOW FROM OPERATING ACTIVITIES**Net
                    income for the period
                
                $
                500,795
                
                $
                153,457
                
                $
                654,252Adjustments
                    to reconcile net income to net cash used in operating
                    activities:Gain
                    on maturity of securities held in trust fund
                
                
                (977,236
                )
                
                (169,697
                )
                
                (1,146,933
                )Change
                    in operating asset and liability:Interest
                    receivable on investment held in Trust Fund
                
                
                (3,718
                )
                
                (80,929
                )
                
                (84,647
                )Increase
                    in prepaid expenses
                
                
                (36,875
                )
                
                (4,125
                )
                
                (41,000
                )Increase
                    in accounts payable and accrued expenses
                
                
                35,822
                
                
                42,225
                
                
                78,047**Net
                    cash used in operating activities**
                
                
                (481,212
                )
                
                (59,069
                )
                
                (540,281
                )**CASH
                    FLOW FROM INVESTING ACTIVITIES**Purchase
                    of securities held in trust fund
                
                
                (370,704,472
                )
                
                (121,072,880
                )
                
                (491,777,352
                )Maturity
                    of securities held in trust fund
                
                
                370,704,472
                
                
                90,873,880
                
                
                461,578,352Increase
                    in deferred acquisition costs
                
                
                (17,404
                )
                
                -
                
                
                (17,404
                )**Net
                    cash used in investing activities**
                
                
                (17,404
                )
                
                (30,199,000
                )
                
                (30,216,404
                )**CASH
                    FLOW FROM FINANCING ACTIVITIES**Proceeds
                    from issuance of common stock to initial stockholder
                
                
                -
                
                
                500
                
                
                500Proceeds
                    from issuance of warrants
                
                
                -
                
                
                153,750
                
                
                153,750Proceeds
                    from notes payable to initial securityholders
                
                
                -
                
                
                52,500
                
                
                52,500Registration
                    costs paid
                
                
                (89,909
                )
                
                -
                
                
                (89,909
                )Repayment
                    of notes payable to initial securityholders
                
                
                -
                
                
                (52,500
                )
                
                (52,500
                )Proceeds
                    from sale of underwriters’ purchase option
                
                
                -
                
                
                100
                
                
                100Portion
                    of net proceeds from sale of Series B units throughpublic
                    offering allocable to shares of Class B common stock,
                    subjectto
                    possible conversion
                
                
                -
                
                
                6,036,780
                
                
                6,036,780Net
                    proceeds from sale of units through public offering
                    allocableto
                    stockholders’ equity
                
                
                -
                
                
                25,650,850
                
                
                25,650,850**Net
                    cash (used in) provided by financing activities**
                
                
                (89,909
                )
                
                31,841,980
                
                
                31,752,071**Net
                    increase (decrease) in cash and cash equivalents**
                
                
                (588,525
                )
                
                1,583,911
                
                
                995,386**Cash
                    and cash equivalents**Beginning
                    of period
                
                
                1,583,911
                
                
                -
                
                
                -End
                    of period
                
                $
                995,386
                
                $
                1,583,911
                
                $
                995,386**Supplemental
                    disclosure of non-cash financing activities:**Accrued
                    registration costs
                
                $
                -
                
                $
                89,909
                
                $
                -Fair
                    value of underwriter purchase option included inoffering
                    costs
                
                $
                -
                
                $
                360,000
                
                $
                360,000Accretion
                    relating to Class B common stock subject to possible
                    conversion
                
                $
                196,094
                
                $
                50,100
                
                $
                246,194**Supplemental
                    disclosure of cash flow information:**Cash
                    paid for income taxes
                
                $
                -
                
                $
                -
                
                $
                -Cash
                    paid for interest
                
                $
                -
                
                $
                -
                
                $
                -
  *The
        accompanying notes should be read in conjunction with the financial
        statements*


F-6


**Global
      Services Partners Acquisition Corp.**


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


**Notes
      to Financial Statements**


**NOTE
      1** - **ORGANIZATION
      AND ACTIVITIES**




Global
      Services Partners Acquisition Corp. (the “Company”) was incorporated in Delaware
      on August 10, 2005 to serve as a vehicle to effect a merger, capital stock
      exchange, asset acquisition or other similar business combination with a
      currently unidentified operating business (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, Accounting and Reporting
      by
      Development Stage Enterprises.




The
        registration statement for the Company's initial public offering ("Offering")
        was declared effective on April 18, 2006. The Company consummated the Offering
        on April 25, 2006 for net proceeds of approximately $31.6 million. The Company's
        management has broad authority with respect to the application of the proceeds
        of the Offering although substantially all of the proceeds of the Offering
        are
        intended to be applied generally toward consummating a merger, capital stock
        exchange, asset acquisition or other similar transaction with a Target Business
        (a "Business Combination"). An amount of $31,430,580 (which includes accrued
        interest of $84,647 as of July 31, 2007) is being held in an interest-bearing
        trust account (“Trust Fund”) to be returned to the holders of Class B common
        stock if a Business Combination is not contracted in 18 months October 25,
        2007, or
        consummated in 24 months April 25, 2008, subsequent
        to the Offering (the "Target Business Acquisition Period"). In the event
        there
        is no Business Combination, the Company will dissolve and any remaining net
        assets, after the distribution of the Trust Fund to Class B stockholders,
        will
        be distributed to the holders of common stock sold in the
        Offering.




Both
      the
      Company's common stock and Class B common stock have one vote per share.
      However, the Class B common stockholders may, and the common stockholders may
      not, vote in connection with a Business Combination. Further, should a Business
      Combination not be consummated during the Target Business Acquisition Period,
      the Trust Fund would be distributed pro-rata to all of the Class B common
      stockholders and their Class B common shares would be cancelled and returned
      to
      the status of authorized but unissued shares. Common stockholders will receive
      none of the proceeds from the Trust Fund should a Business Combination not
      be
      consummated.




The
      Company, after signing a definitive agreement for a Business Combination, is
      obliged to submit such transaction for approval by a majority of the Class
      B
      common stockholders of the Company. Class B common stockholders that vote
      against such proposed Business Combination are, under certain conditions,
      entitled to convert their shares into a pro-rata distribution from the Trust
      Fund (the "Conversion Right"). The actual per-share conversion price will be
      equal to the amount in the Trust Fund (inclusive of any interest thereon) as
      of
      two business days prior to the proposed Business Combination, divided by the
      number of Class B shares sold in the Offering, or approximately $5.26 per share
      based on the value of the Trust Fund as of July 31, 2007. As a result of the
      Conversion Right, $6,282,974 (including accretion of $246,194 through July
      31,
      2007) has been classified in Common Stock, Class B subject to possible
      conversion on the accompanying balance sheet as of July 31, 2007. In the event
      that holders of a majority of the outstanding shares of Class B common stock
      vote for the approval of the Business Combination and that holders owning 20%
      or
      more of the outstanding Class B common stock do not exercise their Conversion
      Rights, the Business Combination may then be consummated. Upon completion of
      such Business Combination and the payment of any Conversion Rights (and related
      cancellation of Class B common stock), the remaining shares of Class B common
      stock would be converted to common stock.





As
        of
        July 31, 2007 the Company has incurred and deferred $17,404 of costs related
        to
        a potential merger. (See Note 8)




F-7





**Global
        Services Partners Acquisition Corp.**
 **(a
        corporation in the development stage)**
 **Notes
        to Financial Statements**


**NOTE
      2 - OFFERING**




In
      the
      Offering, effective April 18, 2006 (closed on April 25, 2006), the Company
      sold
      to the public an aggregate of 460,000 Series A Units (the “Series A Units” or a
“Series A Unit”) and 2,990,000 Series B Units (the “Series B Units” or a “Series
      B Unit”) at a price of $8.50 and $10.10 per unit, respectively inclusive of an over-allotment
      option issued to the underwriters to purchase additional Series A Units and
      Series B Units, which was exercised in full. Proceeds from the Offering, totaled
      approximately $31.6 million, which was net of approximately
      $2.5 million in underwriting and other expenses incurred through April 25,
      2006,
      the consummation of the offering. Each Series A Unit consists of two shares
      of
      the Company's common stock, and ten Class Z Warrants (each a "Class Z Warrant").
      Each Series B Unit consists of two shares of the Company's Class B common stock,
      and two Class W Warrants (each a “Class W Warrant”).




The
      Company also sold to certain of the underwriters of the offering for an
      aggregate of $100, an option (the “Underwriter’s Purchase Option” or “UPO”) to
      purchase up to a total of 20,000 additional Series A Units and/or 130,000
      additional Series B Units (see Note 7).




**NOTE
      3** - **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**




**Cash
      and Cash Equivalents** -
      Included in 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.





**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.
      The
      Company maintains 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.





**Deferred
      Acquisition Costs** -
      Costs
      related to proposed acquisitions are capitalized and in the event the
      acquisition does not occur, the costs are expensed.





**Investments
      Held in Trust/Income Taxes** - The
      Company’s restricted investment held in the Trust Fund at July 31, 2007 is
      comprised of Commonwealth of Virginia securities with maturities of up to 30
      days. The amounts held in the Trust Fund recognized interest income of $980,953
      for the year ended July 31, 2007, $250,627 for the year ended July 31, 2006
      and
      $1,231,580 from inception (August 10, 2005) to July 31, 2007, which is included
      in interest income on the accompanying statement of operations. Such securities
      generate current income which is exempt from federal income tax and the income
      tax imposed by the Commonwealth of Virginia and therefore no provision for
      income taxes is required for the period ended July 31, 2007.





**Net
      Income Per Share** - Net
      income per share is computed based on the weighted average number of shares
      of
      common stock and Class B common stock outstanding.





Basic
      earnings (loss) per share is computed by dividing income (loss) available to
      common stockholders by the weighted average common shares outstanding for the
      period. Basic net income per share is calculated by dividing net income
      attributable to common and Class B stockholders by their weighted average number
      of common shares outstanding during the period. Calculation of the weighted
      average common shares outstanding during the period was comprised of 920,100
      common shares and 4,784,598 Class B shares outstanding after the effective
      date
      of the offering in April 2006. Basic net income per share subject to possible
      conversion is calculated by dividing accretion of Trust Fund relating to Class
      B
      Common Shares subject to possible conversion by 1,195,402 Class B Shares subject
      to possible conversion. 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. Since the effect
      of
      outstanding warrants to purchase common stock and the UPO were antidilutive
      as
      the exercise prices of such securities were below the average fair value of
      the
      Company’s common stock during the period presented, they have been excluded from
      the Company’s computation of net income per share.




F-8


**Global
        Services Partners Acquisition Corp.**
 **(a
        corporation in the development stage)**
 **Notes
        to Financial Statements**




**Note
      3 - Summary of Significant Accounting Policies (CONTINUED)**




**Fair
      Value of Financial Instruments and Derivatives** - The
      fair values of the Company’s assets and liabilities that qualify as financial
      instruments under SFAS No. 107 approximate their carrying amounts presented
      in
      the balance sheet at July 31, 2007.




The
      Company accounts for derivative instruments in accordance with SFAS No. 133
      “ *Accounting
      for Derivative Instruments and Hedging Activities* ,” *as
      amended* ,
      (“SFAS
      133”) which establishes accounting and reporting
      standards for derivative instruments and hedging activities, including certain
      derivative instruments imbedded in other financial instruments or contracts
      and
      requires recognition of all derivatives on the balance sheet at fair value.
      Accounting for the changes in the fair value of the derivative instruments
      depends on whether the derivatives qualify as hedge relationships and the types
      of the relationships designated are based on the exposures hedged. Changes
      in
      the fair value of derivative instruments which are not designated as hedges
      are
      recognized in earnings as other income (loss).





**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 bases 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
      July
      2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
      No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes, an
      Interpretation of FASB Statement No. 109.” FIN 48 clarifies the accounting for
      uncertainty in income taxes recognized in a company's financial statements
      and
      prescribes a recognition threshold and measurement attribute for the financial
      statement recognition and measurement of a tax position taken or expected to
      be
      taken in an income tax return. FIN 48 also provides guidance in derecognition,
      classification, interest and penalties, accounting in interim periods,
      disclosures and transition. FIN 48 is effective for fiscal years beginning
      after
      December 15, 2006. The adoption of FIN 48 is not expected to have a significant
      effect on the Company’s balance sheets or statements of operations.





In
      September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurements
      “SFAS No. 157”), which defines fair value, establishes a framework for measuring
      fair value under GAAP, and expands disclosures about fair value measurements.
      SFAS No. 157 applies to other accounting pronouncements that require or permit
      fair value measurements. The new guidance is effective for financial statements
      issued for fiscal years beginning after November 15, 2007, and for interim
      periods within those fiscal years. The 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.





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.




F-9


**Global
        Services Partners Acquisition Corp.**
 **(a
        corporation in the development stage)**
 **Notes
        to Financial Statements**




**Note
      3 - Summary of Significant Accounting Policies (CONTINUED)**




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
      adoption of SFAS No. 159 is not expected to have a material effect on the
      Company’s financial position and 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 - TAXES**





*Income
      Taxes*





No
      provisions for federal income taxes has been made since the Company’s interest
      income is earned from investments in Commonwealth of Virginia and Commonwealth
      of Maryland securities which are exempt from federal and Virginia state
      taxation.





Significant
      components of the Company’s future tax assets are as follows:





Tax
                effect of the operating loss carryforward
            
            $
            (197,000
            )Less
                valuation allowance
            
            
            197,000Totals
            
            $
            -




*Other*





The
      Company is incorporated in Delaware and accordingly is subject to franchise
      taxes. Amounts of $36,500, $10,056 and $46,556 for Delaware franchise taxes
      are included as part of general and administrative expenses in the accompanying
      statements of operations for the year ended July 31, 2007, the period inception
      (August 10, 2005) to July 31, 2006 and for the period from inception (August
      10,
      2005) to July 31, 2007, respectively.




**NOTE
      5** - **COMMITMENTS**




*Administrative
      Services*





Commencing
      on April 18, 2006, the effective date of the offering, the Company is obligated
      to pay an affiliate of the Company’s chief executive officer, $7,500 per month
      for office, secretarial and administrative services. Amounts of $90,000, $25,725
      and $115,725 for such services for the year ended July 31, 2007, the period
      inception (August 10, 2005) to July 31, 2006 and for the period from inception
      (August 10, 2005) to July 31, 2007, respectively, are included in general and
      administrative expenses on the accompanying statements of operations.





F-10


**Global
        Services Partners Acquisition Corp.**
 **(a
        corporation in the development stage)**
 **Notes
        to Financial Statements**


**NOTE
      5** - **COMMITMENTS
      (CONTINUED)**




*Financial
      Advisory Services*


HCFP
      has
      been engaged by the Company to act as the Company’s non-exclusive investment
      banker in connection with a proposed Business Combination. For assisting the
      Company in structuring and negotiating the terms of a Business Combination,
      the
      Company will pay HCFP a cash transaction fee of $900,000 upon consummation
      of
      the combination.





*Solicitation
      Services*





The
      Company has engaged HCFP, on a non-exclusive basis, to act as its agent for
      the
      solicitation of the exercise of the Company’s Class W Warrants and Class Z
      Warrants. In consideration for solicitation services, the Company agreed to
      pay
      HCFP a commission equal to 5% of the exercise price for each Class W Warrant
      and
      Class Z Warrant exercised after April 18, 2007 if the exercise is solicited
      by
      HCFP. No services have been provided to date.





**NOTE
      6 - CAPITAL STOCK**




*Preferred
      Stock*





The
      Company is authorized to issue up to 5,000 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.





*Common
      Stock and Class B Common Stock*





The
      Company is authorized to issue 24,000,000 shares of common stock and 7,000,000
      shares of Class B common stock. As of July 31, 2007, there are 920,100 shares
      of
      the Company’s common stock issued and outstanding and 5,980,000 shares of the
      Company’s Class B stock issued and outstanding, including 1,195,402 Class B
      common shares subject to possible conversion.





As
      of
      July 31, 2007, there are 2,684,900 and 1,020,000 authorized but unissued shares
      of the Company’s common stock and the Company’s Class B common stock,
      respectively, available for future issuance, after appropriate reserves for
      the
      issuance of common stock in connection with the Class W Warrants and Class
      Z
      Warrants, the Underwriters Purchase Option and the officer’s and director’s
      Class W Warrants and Class Z Warrants.





The
      Company currently has no commitments to issue any shares of common stock other
      than as described herein; however, the Company will, in all likelihood, issue
      a
      substantial number of additional shares in connection with a Business
      Combination. To the extent that additional shares of common stock are issued,
      dilution to the interests of the Company’s stockholders who participated in the
      Offering will occur.





**NOTE
      7 - WARRANTS AND OPTION TO PURCHASE COMMON STOCK**




*Warrants*




In
      August, 2005, the Company sold and issued Class W Warrants to purchase 1,537,500
      shares of the Company’s common stock, and Class Z Warrants to purchase 1,537,500
      shares of the Company’s common stock to its initial securityholders, for an
      aggregate purchase price of $153,750, or $0.05 per warrant.




The
      Class
      W and Class Z Warrants held by the initial securityholders are also subject
      to a
      registration rights agreement. The Class W Warrants and Class Z Warrants
      outstanding prior to the Offering may be exercised with cash on or prior to
      their respective expiration dates. Although the Company’s initial
      securityholders may make a written demand that the Company file a registration
      statement, the Company is only required to use its best
      efforts to cause the registration statement to be declared effective and, once
      effective, only to use its best efforts to maintain its effectiveness.
      Accordingly, because the Company’s obligation is merely to use its best efforts
      in connection with the registration rights agreement and upon exercise of the
      warrants, the Company can satisfy its obligation by delivering unregistered
      shares of common stock. Each Class W Warrant issued in the Offering and to
      the
      initial securityholders is exercisable for one share of common stock. Except
      as
      set forth below, the Class W Warrants entitle the holder to purchase shares
      at
      $5.00, 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) April 18,
      2007
      and ending April 17, 2011. As of July 31, 2007, there were 7,517,500 Class
      W
      Warrants outstanding.




F-11




**Global
        Services Partners Acquisition Corp.**
 **(a
        corporation in the development stage)**
 **Notes
        to Financial Statements**





**NOTE
      7 - WARRANTS AND OPTION TO PURCHASE COMMON
      STOCK-(CONTINUED)**




Each
      Class Z Warrant issued in the Offering and to the initial securityholders is
      exercisable for one share of common stock. Except as set forth below, the Class
      Z Warrants entitle the holder to purchase shares at $5.00, 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) April 18, 2007 and ending April 17, 2013. As of
      July 31, 2007, there were 6,137,500 Class Z Warrants outstanding.




The
      Class
      W Warrants and Class Z Warrants outstanding prior to the Offering, all of which
      are held by the Company’s initial securityholders or their affiliates, shall not
      be redeemable by the Company as long as such warrants continue to be held by
      such securityholders or their affiliates. Except as set forth in the preceding
      sentence, the Company may redeem the Class W Warrants and/or Class Z Warrants
      with the prior consent of HCFP, the representative of the underwriters in the
      Offering, in whole or in part, at a price of $.05 per warrant at any time after
      the 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 $7.50 per share and $8.75 per share, for a Class W
      Warrant and Class Z Warrant, respectively, for any 20 trading days within a
      30
      trading day period ending three business days before the Company sent the notice
      of redemption (the “Measurement Period”). In addition, the Company may not
      redeem the Class W Warrants and/or the Class Z Warrants unless the shares of
      common stock underlying such warrants are covered by an effective registration
      statement.




The
      Class
      W Warrants and Class Z Warrants issued may be exercised with cash on or prior
      to
      their respective expiration dates. However, the Class W Warrants and Class
      Z
      Warrants issued will not be exercisable unless at the time of exercise the
      Company has a current prospectus relating to the Company’s common stock issuable
      upon exercise of the warrants and the common stock has been registered,
      qualified or deemed to be exempt under the applicable securities laws.
      Accordingly if the warrants are not able to be exercised such warrants may
      expire worthless. The Company has no obligation to net cash settle the exercise
      of the warrants.




The
      holders of Class W Warrants and Class Z 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. As the proceeds from the exercise of the Class W
      Warrants and Class Z 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.




*Underwriter
      Purchase Option*




In
      connection with the Offering, the Company was issued to certain of the
      underwriters an option (the “UPO”) for an aggregate of $100 to purchase up to
      20,000 Series A Units at an exercise price of $14.025 per unit and/or up to
      130,000 Series B Units at an exercise price of $16.665 per unit on the later
      of
      (a) completion of a Business Combination and (b) April 18, 2007 and ending
      April
      17, 2011. The fair value of the UPO, inclusive of the receipt of the $100 cash
      payment, was accounted for as an expense of the Offering resulting in a charge
      directly to stockholders’ equity with a corresponding credit to additional
      paid-in-capital. The Company determined the fair value of the UPO of
      approximately $360,000 using a Black-Scholes option-pricing model. The fair
      value of the UPO granted was estimated as of the date of issuance using the
      following assumptions: (1) expected volatility of 37.566%, (2) risk-free
      interest rate of 4.92% and (3) contractual life of 5 years. The UPO may be
      exercised for cash or on a “cashless” basis, at the holder’s option, such that
      the holder may use the appreciated value of the UPO (the difference between
      the
      exercise prices of the UPO and the underlying warrants and the market price
      of
      the units and underlying securities) to exercise the UPO without the payment
      of
      any cash. Each of the Series A Units and Series B Units included in the UPO
      are
      identical to the Series A Units and Series B Units sold in the Offering, except
      that the exercise price of the Class W Warrants underlying the Series B Units
      and the Class Z Warrants underlying the Series A Units will be $5.50 per share
      and the Class Z Warrants underlying the Series A Units shall only be exercisable
      until the fifth anniversary of the Offering.




F-12




**NOTE
      7 - WARRANTS AND OPTION TO PURCHASE COMMON
      STOCK-(CONTINUED)**





The
      Company has no obligation to net cash settle the exercise of the UPO or the
      warrants underlying the UPO. The holder of the UPO will not be entitled to
      exercise the UPO or the warrants underlying the UPO unless a registration
      statement covering the securities underlying the UPO is effective or an
      exemption from registration is available. If the holder is unable to exercise
      the UPO or underlying warrants, the UPO or warrants, as applicable, will expire
      worthless.




**NOTE
      8 — SUBSEQUENT EVENTS**




On
        October 18 th and
        19th, 2007, the Company entered into two letters of intent (the “LOIs”) with two
        separate target companies relating to the proposed business combinations.
        As a
        result of entering into the LOIs, the Company extended the time in which
        it must
        complete a business combination with either of these target companies until
        April 25, 2008.




F-13


**Global
        Services Partners Acquisition Corp.**
 **(a
        corporation in the development stage)**
 **Notes
        to Financial Statements**




**NOTE
      9 — QUARTERLY FINANCIAL DATA (UNAUDITED)**




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




**Quarter
                    Ended****July
                    31, 2007**
                
                **April
                    30, 2007**
                
                **January
                    31, 2007**
                
                **October
                    31, 2006****YEAR
                    ENDED JULY 31, 2007**Interest
                    income
                
                $
                265,037
                
                $
                245,848
                
                $
                255,091
                
                $
                248,816Interest
                    expense
                
                
                -
                
                
                -
                
                
                -
                
                
                -Operating
                    expenses
                
                
                (153,165
                )
                
                (105,885
                )
                
                (129,536
                )
                
                (125,411
                )Income
                    before provision fortaxes
                
                
                111,872
                
                
                139,963
                
                
                125,555
                
                
                123,405Provision
                    for taxes
                
                
                -
                
                
                -
                
                
                -
                
                
                -Net
                    income
                
                
                111,872
                
                
                139,963
                
                
                125,555
                
                
                123,405Accretion
                    of Trust Fund relating tocommon
                    stock subject to possibleconversion
                
                
                (51,362
                )
                
                (48,094
                )
                
                (49,046
                )
                
                (47,592
                )Net
                    income attributable to commonstockholders
                
                $
                60,510
                
                $
                91,869
                
                $
                76,509
                
                $
                75,813Class
                    B common stock outstandingsubject
                    to possible conversion
                
                
                1,195,402
                
                
                1,195,402
                
                
                1,195,402
                
                
                1,195,402Basic
                    and diluted net income pershare
                    subject to possibleconversion
                
                $
                0.04
                
                
                0.04
                
                
                0.04
                
                
                0.04Weighted
                    average common sharesoutstanding
                
                
                5,704,698
                
                
                5,704,698
                
                
                5,704,698
                
                
                5,704,698Basic
                    and diluted net income pershare
                
                $
                0.01
                
                
                0.02
                
                
                0.01
                
                
                0.01
  **August
                    10, 2005****Quarter
                    Ended**
                
                
                **(inception)
                    to****July
                    31, 2006**
                
                
                **April
                    30, 2006**
                
                
                **January
                    31, 2006**
                
                
                **October
                    31, 2005****PERIOD
                    ENDED JULY 31, 2006**Interest
                    income
                
                $
                242,983
                
                $
                15,933
                
                $
                -
                
                $
                -Operating
                    expenses
                
                
                (85,489
                )
                
                (6,060
                )
                
                (4,086
                )
                
                (9,824
                )Income
                    (loss) before provisionfor
                    taxes
                
                
                157,494
                
                
                9,873
                
                
                (4,086
                )
                
                (9,824
                )Provision
                    for taxes
                
                
                -
                
                
                -
                
                
                -
                
                
                -Net
                    income (loss)
                
                
                157,494
                
                
                9,873
                
                
                (4,086
                )
                
                (9,824
                )Accretion
                    of Trust Fund relating tocommon
                    stock subject to possibleconversion
                
                
                (46,915
                )
                
                (3,185
                )
                
                -
                
                
                -Net
                    income (loss) attributable tocommon
                    stockholders
                
                $
                110,579
                
                $
                6,688
                
                $
                (4,086
                )
                $
                (9,824
                )Class
                    B common stock outstandingsubject
                    to possible conversion
                
                
                1,195,402
                
                
                -
                
                
                -
                
                
                -Basic
                    and diluted net income pershare
                    subject to possibleconversion
                
                $
                0.04
                
                
                -
                
                
                -
                
                
                -Weighted
                    average common sharesoutstanding
                
                
                1,570,467
                
                
                465,269
                
                
                100
                
                
                100Basic
                    and diluted net income pershare
                
                $
                0.07
                
                
                0.01
                
                
                (1)
                
                
                (1)




(1)
        Not a meaningful amount.


F-14