---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2011

or

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

For the transition period from ___________ to __________

Commission File Number 000-50392

TRANSAKT LTD.(Exact name
of registrant as specified in its charter)

|Nevada                                                               | N/A                              
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)
|                                                                     |                                  
|Suite 260, 1414  8th Street S.W., Calgary,
      Alberta, Canada    | T2R 1J6                          
|(Address of principal executive offices)                             | (Zip Code)                       

403-290-1744(Registrants telephone number,
including area code)

N/A(Former name, former address and former
fiscal year, if changed since last report)

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.[X] YES [ ] NO

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files). [ ] YES [ ] NO

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [ ] |                                               | Accelerated filer [ ]        
|--------------------------- | --------------------------------------------- | -----------------------------
|Non-accelerated filer [ ]   | (Do not check if a smaller reporting company) | Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act 
[ ] YES [X] NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.[ ] YES [ ]
NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.
104,645,120common shares issued and outstanding as of May 16, 2011

1

---

PART 1  FINANCIAL INFORMATION

Item 1. Financial Statement

Our unaudited interim financial statements for the three month
period ended March 31, 2011 form part of this quarterly report. They are stated
in United States Dollars (US$) and are prepared in accordance with United States
generally accepted accounting principles. These interim unaudited financial
statements should be read in conjunction with the companys audited financial
statements and the Form 10-K for the year ended December 31, 2010.

TRANSAKT LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31,
2011

CONTENTS

|                                                     | Page      
|---------------------------------------------------- | ----------
|FINANCIAL STATEMENTS                                 |           
|Condensed
      Consolidated Balance Sheets          | F-1       
|Condensed
      Consolidated Statement of Operations | F-2       
|Consolidated Statements Of Shareholders' Equity      | F-3       
|Condensed
      Consolidated Statement of Cash Flows | F-4       
|Notes to
      Financial Statements                  | F-5 to F-7

2

---

|TRANSAKT LTD.              
|---------------------------
|CONSOLIDATED BALANCE SHEETS

|                                                                                                                                                                                                                                  |   | March 31,  |   |   | December 31, |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | ------------ | -
|                                                                                                                                                                                                                                  |   | 2011       |   |   | 2010         |  
|ASSETS                                                                                                                                                                                                                            |   |            |   |   |              |  
|Current Assets                                                                                                                                                                                                                    |   |            |   |   |              |  
|Cash and cash equivalents                                                                                                                                                                                                         | $ | 1,534,162  |   | $ | 1,131,339    |  
|Restricted cash                                                                                                                                                                                                                   |   | 718,326    |   |   | 632,094      |  
|Accounts receivable, net                                                                                                                                                                                                          |   | 3,417,247  |   |   | 1,646,476    |  
|Inventory                                                                                                                                                                                                                         |   | 1,251,520  |   |   | 1,341,133    |  
|Other receivable, net                                                                                                                                                                                                             |   | 9,463      |   |   | 9,546        |  
|Prepaid expenses                                                                                                                                                                                                                  |   | 293,895    |   |   | 28,868       |  
|Total
      Current Assets                                                                                                                                                                                                        |   | 7,224,613  |   |   | 4,789,456    |  
|                                                                                                                                                                                                                                  |   |            |   |   |              |  
|Property & Equipment, net                                                                                                                                                                                                         |   | 2,513      |   |   | 2,693        |  
|                                                                                                                                                                                                                                  |   |            |   |   |              |  
|Deposits                                                                                                                                                                                                                          |   | 28,151     |   |   | 27,750       |  
|                                                                                                                                                                                                                                  |   |            |   |   |              |  
|Total Assets                                                                                                                                                                                                                      | $ | 7,255,277  |   | $ | 4,819,899    |  
|                                                                                                                                                                                                                                  |   |            |   |   |              |  
|                                                                                                                                                                                                                                  |   |            |   |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                                                              |   |            |   |   |              |  
|Current Liabilities                                                                                                                                                                                                               |   |            |   |   |              |  
|Accounts payable and accrued expenses                                                                                                                                                                                             | $ | 3,098,591  |   | $ | 837,738      |  
|Bank loans                                                                                                                                                                                                                        |   | 2,325,470  |   |   | 2,007,994    |  
|Loan payable to related party                                                                                                                                                                                                     |   | 563,487    |   |   | 739,137      |  
|Unsecured convertible notes payable,
      net of unamortized discounts of $3,041                                                                                                                                                 |   | -          |   |   | 26,959       |  
|Deferred tax liability                                                                                                                                                                                                            |   | -          |   |   | 12,599       |  
|Total Current Liabilities                                                                                                                                                                                                         |   | 5,987,548  |   |   | 3,624,427    |  
|                                                                                                                                                                                                                                  |   |            |   |   |              |  
|Stockholders' Equity                                                                                                                                                                                                              |   |            |   |   |              |  
|Common stock, unlimited shares authorized for
      issuance,         $0.001 par value,
      104,645,120 and 102,645,120 shares issued and
              outstanding at March 31,
      2011 and December 31, 2010, respectively |   | 104,645    |   |   | 102,645      |  
|Preferred stock, 200,000,000 shares
      authorized for issuance,
               $0.001 par value, 0
      shares issued and outstanding                                                                                         |   | -          |   |   | -            |  
|Additional paid-in capital                                                                                                                                                                                                        |   | 3,190,373  |   |   | 3,172,373    |  
|Other comprehensive income                                                                                                                                                                                                        |   | 115,538    |   |   | 156,750      |  
|Accumulated deficit                                                                                                                                                                                                               |   | (2,142,827 | ) |   | (2,236,296   | )
|Total Stockholders' Equity                                                                                                                                                                                                        |   | 1,267,729  |   |   | 1,195,472    |  
|                                                                                                                                                                                                                                  |   |            |   |   |              |  
|Total Liabilities and Stockholders'
      Equity                                                                                                                                                                                  | $ | 7,255,277  |   | $ | 4,819,899    |  

The Accompanying Notes Are an Integral Part of the Financial
Statements.

F-1

---

|TRANSAKT LTD.                                     
|--------------------------------------------------
|CONSOLIDATED STATEMENTS OF OPERATIONS             
|FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010

|                                                                               |   | Three Months Ended |  
|------------------------------------------------------------------------------ | - | ------------------ | -
|                                                                               |   | March 31, 2011     |  
|Revenues:                                                                      |   |                    |  
|Sales of goods,
      net                                                      | $ | 3,483,754          |  
|Total
      revenues                                                           |   | 3,483,754          |  
|Operating costs and expenses:                                                  |   |                    |  
|Cost of sales                                                                  |   | 3,188,973          |  
|Selling, general
      and administrative expenses                             |   | 240,532            |  
|                                                                               |   |                    |  
|Income (loss) from operations                                                  |   | 54,249             |  
|                                                                               |   |                    |  
|Other income (expense)                                                         |   |                    |  
|Interest income                                                                |   | 321                |  
|Other income                                                                   |   | 10,944             |  
|Currency exchange gain                                                         |   | 16,621             |  
|Interest expense                                                               |   | (8,423             | )
|Total other
      income (expenses)                                            |   | 19,463             |  
|                                                                               |   |                    |  
|Income (loss) before income taxes                                              |   | 73,712             |  
|                                                                               |   |                    |  
|Provision for income taxes expense
      (benefit)                             |   | (12,562            | )
|                                                                               |   |                    |  
|Income (loss) before extraordinary item                                        |   | 86,274             |  
|                                                                               |   |                    |  
|Extraordinary item                                                             |   |                    |  
|Gain from
      extinguishment of debt (less of applicable income taxes of $0) |   | 7,195              |  
|                                                                               |   |                    |  
|Net income (loss)                                                              | $ | 93,469             |  
|                                                                               |   |                    |  
|Income (loss) per share:                                                       |   |                    |  
|Basic and diluted income (loss) per share                                      |   |                    |  
|Income (loss)
      before extraordinary item                                  | $ | 0.00               |  
|Extraordinary item                                                             | $ | 0.00               |  
|Net income (loss)                                                              | $ | 0.00               |  
|                                                                               |   |                    |  
|Weighted average number of shares outstanding: Basic and
      diluted         |   | 103,734,009        |  

The Accompanying Notes Are an Integral Part of the Financial
Statements.

F-2

---

|TRANSAKT LTD.                                  
|-----------------------------------------------
|CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
|AND COMPREHENSIVE INCOME                       
|FOR THE THREE MONTHS ENDED MARCH 31, 2011      

|                                                                       |  |              |  |   |         |  |   | Additional    |   |   | Other         |   |   |            |   |   |           |  
|---------------------------------------------------------------------- |  | ------------ |  | - | ------- |  | - | ------------- | - | - | ------------- | - | - | ---------- | - | - | --------- | -
|                                                                       |  | Common Stock |  |   | Paid-in |  |   | Comprehensive |   |   | Accumulated   |   |   |            |  
|                                                                       |  | Shares       |  |   | Amount  |  |   | Capital       |   |   | Income (loss) |   |   | Deficit    |   |   | Total     |  
|Balance at December 31, 2010                                           |  | 102,645,120  |  | $ | 102,645 |  | $ | 3,172,373     |   | $ | 156,750       |   | $ | (2,236,296 | ) | $ | 1,195,472 |  
|Foreign currency translation adjustment                                |  | -            |  |   | -       |  |   | -             |   |   | (41,212       | ) |   | -          |   |   | (41,212   | )
|Beneficial conversion feature
      relating to convertible debentures |  | -            |  |   | -       |  |   | (10,000       | ) |   | -             |   |   | -          |   |   | (10,000   | )
|Issuance of common stock                                               |  | 2,000,000    |  |   | 2,000   |  |   | 28,000        |   |   |               |   |   |            |   |   | 30,000    |  
|Net income                                                             |  | -            |  |   | -       |  |   | -             |   |   | -             |   |   | 93,469     |   |   | 93,469    |  
|Balance at March 31, 2011                                              |  | 104,645,120  |  | $ | 104,645 |  | $ | 3,190,373     |   | $ | 115,538       |   | $ | (2,142,827 | ) | $ | 1,267,729 |  

The Accompanying Notes Are an Integral Part of the Financial
Statements.

F-3

---

|TRANSAKT LTD.                                     
|--------------------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOWS             
|FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010

|                                                                                               |   | Three Months Ended |  
|---------------------------------------------------------------------------------------------- | - | ------------------ | -
|                                                                                               |   | March 31, 2011     |  
|Cash flows from operating activities                                                           |   |                    |  
|Net income (loss)                                                                              | $ | 93,469             |  
|Adjustments to reconcile net
      income (loss) to net cash provided by operating activities: |   |                    |  
|Gain on debt extinguishment                                                                    |   | 7,195              |  
|Deferred tax                                                                                   |   | (12,562            | )
|Depreciation expense                                                                           |   | 157                |  
|Amortization of debt discount
      attributable to convertible debentures                     |   | 10,000             |  
|Changes in assets and liabilities:                                                             |   |                    |  
|Decrease in accounts
      receivable                                                          |   | (1,795,747         | )
|Decrease (Increase) in inventory                                                               |   | 78,308             |  
|(Increase) in prepaid
      expense                                                            |   | (262,878           | )
|(Increase) in deposits                                                                         |   | -                  |  
|Increase in accounts
      payable and accrued expenses                                        |   | 1,509,676          |  
|Increase in other payable                                                                      |   | 754,132            |  
|Net cash provided
      by operating activities                                                |   | 381,750            |  
|Cash flows from investing activities                                                           |   |                    |  
|Decrease in restricted cash                                                                    |   | (92,318            | )
|Net cash used in investing
      activities                                                    |   | (92,318            | )
|Cash flows from financing activities                                                           |   |                    |  
|Proceeds from bank loans                                                                       |   | 1,449,531          |  
|Repayment of bank loans                                                                        |   | (1,112,464         | )
|Due from related party                                                                         |   | -                  |  
|Repayment of amount due from
      related party                                               |   | (220,122           | )
|Net cash provided by financing
      activities                                                |   | 116,945            |  
|Effect of exchange rate changes on cash and
      cash equivalents                             |   | (3,554             | )
|Net increase (decrease) in cash and cash equivalents                                           |   | 402,823            |  
|Cash and cash equivalents                                                                      |   |                    |  
|Beginning                                                                                      |   | 1,131,339          |  
|Ending                                                                                         | $ | 1,534,162          |  
|Supplemental disclosure of cash flows                                                          |   |                    |  
|Cash paid during the year for:                                                                 |   |                    |  
|Income tax                                                                                     | $ | -                  |  
|Interest expense                                                                               | $ | 3,860              |  
|Non-cash transactions:                                                                         |   |                    |  
|Issuance of common stock to
      settle convertible debentures                                | $ | 30,000             |  

The Accompanying Notes Are an Integral Part of the Financial
Statements.

F-4

---

|TRANSAKT LTD.                                                           
|------------------------------------------------------------------------
|NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
      FINANCIAL STATEMENTS
|MARCH 31, 2011                                                          

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles in the United States (GAAP) for interim financial reporting and in
accordance with instructions for Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, the unaudited condensed consolidated financial
statements contained in this report reflect all adjustments that are normal and
recurring in nature and considered necessary for a fair presentation of the
financial position and the results of operations for the interim periods
presented. The year-end condensed balance sheet data was derived from audited
financial statements, but does not include all disclosures required by GAAP. The
results of operations for the interim period are not necessarily indicative of
the results expected for the full year. These unaudited, condensed consolidated
financial statements, footnote disclosures and other information should be read
in conjunction with the financial statements and the notes thereto included in
the Companys Annual Report on Form 10-K for the year ended December 31,
2010.

Organization

TransAKT Ltd. (the Company) was incorporated under the laws
of the Province of Alberta on June 3, 1997. The Company completed the
acquisition of Green Point Resources Inc. on October 18, 2000 whereby it became
a publicly traded company listed on the Canadian Venture Exchange. In 2004 the
Company voluntarily delisted from the TSX Venture Exchange and retained a
listing on the Over the Counter Bulletin Board in the United States.

In October 2004 the Company purchased certain assets of IP
Mental Inc., a Taiwan based Voice over Internet Protocol (VoIP) company. The
company name was changed from TransAKT Corp. to TransAKT Ltd. on September 29,
2006. The Company designs and develops Voice over Internet Protocol (VoIP)
solutions and mobile payment terminals for the consumer electronics industry.

On November 15, 2006 TransAKT Ltd and the shareholders of
Taiwan Halee International Co. Ltd. (HTT), entered into a Share Exchange
Agreement in which TransAKT Ltd. acquired 100% of Taiwan Halee International Co.
Ltd.s outstanding common stock. HTT was incorporated under the laws of Republic
of China in 1985. HTT is engaged in designing, manufacturing and distribution of
Taiwan telecommunications equipment. The acquisition has been accounted for as a
reverse acquisition under the purchase method of accounting. Accordingly, the
merger of the two companies has been recorded as a recapitalization of HTT, with
HTT being treated as the continuing entity.

On August 12, 2010, the Company filed the Registration
Statement (Form S-4) in connection with the continuation of the Company from
Alberta to Nevada. Based upon the number of common shares of TransAKT Ltd., a
Nevada corporation (TransAKT Nevada), to be issued to the shareholders of
TransAKT Ltd., an Alberta corporation (TransAKT Alberta), on a one-for-one
basis upon completion of the Continuation and based on 102,645,120 shares of
common stock of TransAKT Ltd., an Alberta corporation, issued and outstanding as
of August 12, 2010.

The Articles of Conversion of TransAKT Nevada provides that the
authorized capital of the TransAKT will be 300,000,000 shares of common stock,
par value $0.001 per share and 200,000,000 shares of preferred stock, par value
$0.001 per share.

Principles of Consolidation

The consolidated financial statements include the accounts of
TransAKT Holdings Limited and its wholly owned subsidiaries Taiwan Halee
International Co. Ltd. and TransAKT Taiwan Limited, collectively referred to
within as the Company. All material intercompany accounts, transactions and
profits have been eliminated in consolidation.

F-5

---

Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles in the United States (GAAP) requires
management to make certain estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Statement of Cash Flows

In accordance with generally accepted accounting principles
(GAAP), cash flows from the Companys operations are based upon the local
currencies. As a result, amounts related to assets and liabilities reported on
the statement of cash flows will not necessarily agree with changes in the
corresponding balances on the balance sheet.

Cash and Cash Equivalents

Cash and cash equivalents include cash in hand and cash in time
deposits, certificates of deposit and all highly liquid debt instruments with
original maturities of three months or less.

Allowance for Doubtful Accounts

The Company maintains reserves for potential credit losses on
accounts receivable. Management reviews the composition of accounts receivable
and analyzes historical bad debts, customer concentrations, customer credit
worthiness, current economic trends and changes in customer payment patterns to
evaluate the adequacy of these reserves. Allowance for doubtful debts amounted
to $184,526 and $188,098 as at March 31, 2011 and December 31, 2010,
respectively.

Inventory

Inventories are valued at the lower of cost (determined on a
weighted average basis) or market. The Management compares the cost of
inventories with the market value and allowance is made for writing down their
inventories to market value, if lower. As of March 31, 2011 and December 31,
2010, inventory consisted only of finished goods.

Comprehensive Income

Comprehensive income includes accumulated foreign currency
translation gains and losses. The Company has reported the components of
comprehensive income on its statements of stockholders equity.

Recent Accounting Pronouncements

In July 2010, the FASB issued accounting standard update
(ASU) 2010-20, Receivables  Disclosures about the Credit Quality of
Financing Receivables and the Allowance for Credit Losses. ASU 2010-20 amends
Topic 310 to improve the disclosures that an entity provides about the credit
quality of its financing receivables and the related allowance for credit
losses. As a result of these amendments, an entity is required to disaggregate
by portfolio segment or class certain existing disclosures and provide new
disclosures about certain financing receivables and related allowance for credit
losses. These provisions are effective for interim and annual reporting periods
ending on or after December 15, 2010. The adoption of this standard did not have
a significant impact on our financial statements or disclosures.

NOTE 2 - RELATED PARTY TRANSACTIONS

The Companys officers and shareholders have advanced funds to
the Company for working capital purpose. The Company has not entered into any
agreement on the repayment terms for these advances. As of March 31, 2011 and
December 31, 2010, there were $503,087 and $687,737 advances outstanding,
respectively.

F-6

---

The Company also had loans payable to five shareholders
amounted to $60,400 as of March 31, 2011 and December 31, 2010. The unsecured
loans bear interest at the rate of 12% per annum, and due on 2010.

NOTE 3 - LOANS PAYABLE

The Company has loan payable amounting to $2,325,470 as of
March 31, 2011 from several commercial banks in Taiwan. The loans are partially
secured by certificate of deposits for $718,326 and accounts receivable. The
loans payable at March 31, 2011 comprised of the following:

|                                 |  |                   |  |  | Interest per |  |   |           | 
|-------------------------------- |  | ----------------- |  |  | ------------ |  | - | --------- | 
|Nature                           |  | Due on            |  |  | Annum        |  |   | Amount    | 
|Secured note payable from a bank |  | 12/27/2011        |  |  | 3.00%        |  |   | 169,500   | 
|Secured note payable from a bank |  | 6/20/2011         |  |  | 6.20%        |  |   | 27,651    | 
|Secured note payable from a bank |  | 8/22/2011         |  |  | 4.00%        |  |   | 1,095,606 | 
|Secured note payable from a bank |  | 7/2/2011          |  |  | 1.65%        |  |   | 573,838   | 
|Secured note payable from a bank |  | 6/28/2011         |  |  | 2.50%        |  |   | 279,000   | 
|Secured note payable from a bank |  | 4/26/2011         |  |  | 2.03%        |  |   | 162,510   | 
|Secured note payable from a bank |  | 9/19/2011         |  |  | 5.20%        |  |   | 17,365    | 
|                                 |  | Total             |  |  |              |  | $ | 2,325,470 | 
|                                 |  | Current portion   |  |  |              |  |   | 2,325,470 | 
|                                 |  | Long-term portion |  |  |              |  | $ | -         | 

NOTE 4 - PRIVATE PLACEMENT OF CONVERTIBLE NOTES

On May 29, 2009, the Company issued $30,000 convertible
promissory notes due May 29, 2011 with interest at 12% per annum due upon
maturity. The note is convertible at any time after the first anniversary after
the closing date, at the holders option, into shares of the Companys common
stock at a price of $0.02 per share. At maturity, any accrued and unpaid
interest, is payable to the holder.

In accordance with ASC 470-20, the Company recognized an
embedded beneficial conversion feature present in the note. The Company
allocated a portion of the proceeds equal to the intrinsic value of that feature
to additional paid-in capital. The Company recognized and measured an aggregate
of $15,000 of the proceeds, which is equal to the intrinsic value of the
embedded beneficial conversion feature, to additional paid-in capital and a
discount against the note. The debt discount attributed to the beneficial
conversion feature is amortized over the notes maturity period (two years) as
interest expense. The Company recorded the intrinsic value of the embedded
beneficial conversion feature ($15,000) to debt discount which was amortized to
interest expense over the term of the note.

On February 22, 2011, the Company entered into a Subscription
Agreement- Debt Settlement with the holders of the above convertible notes.
Based on the agreement, the holders subscribed 2,000,000 shares of common stock
and apply the indebtedness of the convertible notes in payment of the
subscription proceeds. Therefore, the embedded beneficial conversion feature of
notes is extinguished. In accordance with ASC 470-20, the amount of the
reacquisition price to be allocated to the repurchased beneficial conversion
features shall be measured using the intrinsic value of that conversion feature
at the extinguishment date. The residual amount would be allocated to the
convertible security. The Company recognized and measured $10,000 of the
intrinsic value of the embedded beneficial conversion feature at the
extinguishment date to additional paid-in capital. The gain on extinguishment of
the convertible debt security in the amount of $7,195 is recorded as
extraordinary item, in accordance with ASC 470-50.

******

F-7

---

Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations

This annual report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to common
shares refer to the common shares in our capital stock.

As used in this current report and unless otherwise indicated,
the terms "we", "us", "our" and "our company" mean mean TransAKT Holdings
Limited and its wholly owned subsidiaries Taiwan Halee International Co. Ltd.
and TransAKT Taiwan Limited.

General Overview

TransAKT Ltd. was incorporated in the Province of British
Columbia on December 10, 1996 as Green Point Resources Inc. On October 18, 2000,
we changed our name to Wildcard Wireless Solutions Inc. On June 30, 2001, we
filed Articles of Continuance in the Province of Alberta and became an Alberta
corporation. On that same day, we conducted an amalgamation with Wildcard
Communications Canada Inc., an Alberta corporation, our wholly-owned subsidiary,
wherein Wildcard Communications Canada was merged into Wildcard Wireless
Solutions Inc. On June 20, 2003, we changed our name to TransAKT Corp. We
changed our name from TransAKT Corp. to TransAKT Ltd. on July 12, 2006.
Effective December 2, 2010, following approval by our shareholders on November
17, 2010, we re-domesticated our company from the Province of Alberta, Canada
and became a Nevada corporation.

We have operated principally as a research and development
company since our inception. Initial seed capital has been directed toward areas
of product research and development, patent filings and administration. We
initially focused on the research, design, development and manufacturing of
mobile payment terminals. However, the sale of these payment terminals reached
its end-of life due to changes in cellular phone regulations and limited
acceptance in the marketplace. In October 2004, we purchased the existing
business and certain assets of IP Mental Inc., a Taiwan-based Voice over
Internet Protocol (VoIP) hardware and software provider. On November 15, 2006,
we acquired Taiwan Halee International Co. Ltd. (HTT), a Taiwan-based leading
designer, manufacturer and distributor of telecommunications equipment,
including specialized VoIP-compatible phone systems. These acquisitions were
intended to enable us to remain competitive in the marketplace. Our current
business is the design, development and manufacturing of telecommunications
equipment, including VoIP compatible telephone systems and multi-line cordless
telephone systems.

3

---

On November 15, 2006, we acquired HTT, for the sum of
$5,000,000. The purchase price was paid by the delivery to the shareholders of
HTT of: (i) $200,000 in cash; (ii) $300,000 in a promissory note from us due in
cash six months after closing; (iii) 50,000,000 of our common voting shares,
with a deemed value of $0.09 per share; and (iv) 5,000,000 of our common voting
shares issued to Mr. James Wu as performance-based compensation. Other than the
acquisitions of IP Mental Inc. and HTT, we have generally only had capital
expenditures on computer equipment, tools and dies, patents, and trademarks.

We have mainly financed our operations through the use of debt
and the issuance of equity in private placements. In October 2006, we repaid a
loan we took against inventory produced to fund our first commercial run of our
payment terminals. We settled the loan for $90,000 using funds raised from the
private placement of our shares. In the short-term and until our sales are
sufficient to fund operations, we will continue to finance our operations
through debt or equity financing.

Our Current Business

We began operations in 1997 and commercialized our first
product line of wireless point-of-sale (WPOS) terminals in April 2003. With
the use of cellular phones, these terminals allow merchants to accept payments
anywhere, anytime. However, our WPOS terminals were discontinued due to changes
in cellular phone regulations and limited acceptance in the marketplace. In
October 2004, through the acquisition of the business and certain assets of IP
Mental Inc., we entered the VoIP business. We currently offer a range of
telecommunications products including VoIP equipment and advanced multi-line
cordless phone systems.

We generated operating income of $93,469 and sustained
operating losses of $17,710 during the three month periods ended March 31, 2011
and 2010, respectively, and incurred an accumulated deficit of $2,142,827 and
$2,236,296 as of March 31, 2011 and December 31, 2010, respectively. In
addition, we expect to incur an operating loss in the 2011 fiscal year.

We have operated principally as a research and development
company since our inception. Initial seed capital has been directed toward areas
of product research and development, patent filings and administration. We have
now completed development of our initial products and have entered into the
sales and distribution phase. Our current business is the design, development,
production and distribution of mobile wireless equipment, and other
telecommunications solutions for business and individual consumers, including
VoIP solutions in Taiwan. In 2011, our business will include the design, and
distribution of telecommunications equipment, including specialized VoIP
compatible phone systems and multi-line cordless telephone systems, and the
distribution of name brand telecommunications equipment including Panasonic,
Sanyo, Siemens, etc. in Taiwan. We currently rely exclusively on third parties
for the manufacture of products that we design or distribute.

We currently generate revenues, at least in part, through the
distribution of name brand products in Taiwan. Our management believes that this
provides us with an insiders view of some of the latest developments and trends
in technology and design. It also may provide us with relationships that can be
utilized for globalizing some of our new products. For example, we have formed a
partnership with SANYO to develop a Wi-Fi phone and a GSM/Wi-Fi dual mode
phone.

We do not rely on a single revenue base or third parties for
revenue generation. We also have kept our marketing, allowances or rebates to a
minimum. Our management believes that these factors will allow us to effectively
compete in the industry and minimize our costs, thereby allowing us to focus on
intellectual property development.

The VoIP industry is relatively young and several of the more
well-known players have much greater resources than we do. They have used their
resources to get their name out to the public and become leaders in the
industry. Some of the more well-known companies are Vonage, Packet 8, and Net 2
Phone. Our current share of the global VoIP market is negligible.

4

---

Our main focus is on telecommunications equipment, including
VoIP hardware and multi-line cordless telephone systems. We also plan to
distribute other name-brand telecommunications equipment in Taiwan, China and
other regions throughout Asia. These areas are marked by strong competition and
rapid change. The following summarizes our current competitors.

Cash Requirements

We generated positive cash flow from operations of $381,750 for
the period ended March 31, 2011. We continue to be dependent on the proceeds of
equity and non-equity financing to fund our operations. No assurances can be
given that our actual cash requirements will fall within our budget, that
anticipated revenues will be realized when needed, that lines of credit will be
available to us if required, or that additional capital will be available to us.
We anticipate that over the next twelve months, we will need a minimum of
$3,000,000 to sustain operations and market our products effectively.

Results of Operations for the Three Months Ended March
31, 2011 and 2010

Our operating results for the three months ended March 31, 2011
and 2010 are summarized as follows:

|                                                |  | Three Months ended |   |  | Three Months ended |  
|----------------------------------------------- |  | ------------------ | - |  | ------------------ | -
|                                                |  | March 31, 2011     |   |  | March 31, 2010     |  
|                                                |  | ($)                |   |  | ($)                |  
|Operating Revenues                              |  | 3,483,754          |   |  | 3,261,888          |  
|Operating Costs and
      expenses              |  | 3,429,505          |   |  | 3,299,846          |  
|Income (loss) from Operations                   |  | 54,249             |   |  | (37,958            | )
|Other Income
      (Expenses)                   |  | 19,463             |   |  | 20,248             |  
|Provision for Income Taxes expense (benefit)    |  | (12,562            | ) |  | -                  |  
|Income (loss) before
      extraordinary item   |  | 86,274             |   |  | (17,710            | )
|Extraordinary item                              |  | 7,195              |   |  |                    |  
|Net Income (loss)                               |  | 93,469             |   |  | (17,710            | )
|                                                |  |                    |   |  |                    |  
|Net Income (loss) per share (basic and diluted) |  | 0.00               |   |  | (0.00              | )

Revenues and Cost of Sales

Revenues for the three months ended March 31, 2011 increased by
$221,866 to $3,483,754 compared to $3,261,888 for the same period in 2010. The
increased sales volume in telecommunications equipment, including specialized
VoIP compatible phone systems and multi-line cordless telephone systems , was
primarily due to the overall economic recovery in 2011. Cost of sales for the
three months ended March 31, 2010 totaled $3,188,973 or approximately 91.54% of
net sales compared to $3,077,596 or approximately 94.35% for the three months
ended March 31, 2010. Gross profit as a percentage of net sales was 8.46% for
the three month ended March 31, 2011, compared to 5.65% in the same period of
2010. The higher gross profit in 2011was primarily due to the substantial
decreased purchase costs from major vendors.

Operating Expenses

Operating expenses for the three months ended March 31, 2011
totaled $240,532 or approximately 6.9 of net sales compared to $222,250 or
approximately 6.8% for the three months ended March 31, 2010, an increase of
$18,282. The decrease in operating expenses was primarily due to a decrease in
professional fees, which is partially offset by an increase in rent
expenses.

5

---

Income (Loss) from Operations

Income from operations for the three months ended March 31,
2011 totaled $54,249 or approximately 1.56% of sales compared to a loss of
$(37,958) or approximately (1.16)% of sales for the three months ended March 31,
2010, an increase of $ 92,207. The increase in income from operations was
primarily due to increased gross margin.

Other Income (expenses)

Other income decreased approximately $785 to $19,463 for the
three months ended March 31, 2011 from $20,248 for the same period in 2010. The
increase in net other income was primarily due to the increase in other income
and decrease in interest expense, which is partially offset by the decrease in
currency exchange gain.

Extraordinary item

A gain from extinguishment o f convertible debenture of 7,195
was recorded in the three month period ended March 31, 2011.

Net Income (Loss)

Income (loss) for the three months ended March 31, 2011 totaled
$93,469 compared to $(17,710) for the three months ended March 31, 2010, an
increase of $111,179. The increase in net income was primarily due to the
reasons described above.

Liquidity and Capital Resources

Our financial position as at March 31, 2011 and December 31,
2010 and the changes for the periods then ended are as follows:

Working Capital

|                             |   | As at          |  |   | As at             | 
|---------------------------- | - | -------------- |  | - | ----------------- | 
|                             |   | March 31, 2011 |  |   | December 31, 2010 | 
|Current Assets               | $ | 7,224,613      |  | $ | 4,789,456         | 
|Current Liabilities          | $ | 5,987,548      |  | $ | 3,624,427         | 
|Working Capital (Deficiency) | $ | 1,237,065      |  | $ | 1,165,029         | 

Our working capital surplus increased from $1,165,029 at
December 31, 2010 to $1,237,065 at March 31, 2011 primarily as a result of
increases in cash and cash equivalents, restricted cash, accounts receivable,
inventory, and prepayments, and a decrease in loan payable to related party,
which is partially offset by increases in accounts payable and accrued expenses,
and bank loan.

Cash Flows

|                                                                         |   | Three Months |   |   | Three Months |  
|------------------------------------------------------------------------ | - | ------------ | - | - | ------------ | -
|                                                                         |   | Ended        |   |   | Ended        |  
|                                                                         |   | March 31,    |   |   | March 31,    |  
|                                                                         |   | 2011         |   |   | 2010         |  
|Net cash provided by (used in) Operating
      Activities                | $ | 381,750      |   | $ | 32,236       |  
|Net cash provided by (used in) Investing Activities                      | $ | (92,318      | ) | $ | (222,186     | )
|Net cash provided by (used in) Financing
      Activities                | $ | 116,945      |   | $ | 128,410      |  
|Increase (Decrease) in Cash and Cash Equivalents during the
      Period | $ | 402,823      |   | $ | (28,863      | )
|Cash, Beginning of Period                                                | $ | 1,131,339    |   | $ | 874,418      |  
|Cash, End of Period                                                      | $ | 1,534,162    |   | $ | 845,555      |  

6

---

Critical Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of
TransAKT Holdings Limited and its wholly owned subsidiaries Taiwan Halee
International Co. Ltd. and TransAKT Taiwan Limited, collectively referred to
within as the Company. All material intercompany accounts, transactions and
profits have been eliminated in consolidation.

Exchange Gain (Loss):

The transactions of TransAKT Holdings Limited, Taiwan Halee
International Co. Ltd. and TransAKT Taiwan Limited were denominated in foreign
currency and were recorded in Taiwan Dollar (TWD) and Canadian Dollar (CAD) at
the rates of exchange in effect when the transactions occur. Exchange gains and
losses are recognized for the different foreign exchange rates applied when the
foreign currency assets and liabilities are settled.

Translation Adjustment

The accompanying consolidated financial statements have been
translated and presented in United States Dollars ($), while the Companys
functional currency is the Taiwan and Canadian dollar.

The accounts of TransAKT Holdings Limited, Taiwan Halee
International Co. Ltd. and TransAKT Taiwan Limited were maintained, and its
financial statements were expressed, in CAD and TWD. In accordance with ASC 830,
Foreign Currency Matters, the Company translates the assets and liabilities into
U.S. dollar ($) using the rate of exchange prevailing at the balance sheet date
and the statements of operations and cash flows are translated at an average
rate during the reporting period. Adjustments resulting from the translation
from TWD and CAD into U.S. dollar are recorded in stockholders equity as part
of accumulated other comprehensive income.

Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles in the United States (GAAP) requires
management to make certain estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Revenue Recognition

The Companys revenue recognition policies are in compliance
with Staff Accounting Bulletin (SAB) 104. Revenues are recognized when finished
products are shipped to unaffiliated customers and both title and the risks and
rewards of ownership are transferred and collectibility is reasonably
assured.

The Companys revenues are recorded upon confirmed acceptance
after inspection by the customers of the Company.

Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements.

Inflation

Our opinion is that inflation has not had, and is not expected
to have, a material effect on our operations.

7

---

Going Concern

The accompanying consolidated financial statements have been
prepared assuming that our company will continue as a going concern. This basis
of accounting contemplates the recovery of our companys assets and the
satisfaction of liabilities in the normal course of business. This presentation
presumes funds will be available to finance ongoing research and development,
operations and capital expenditures and permit the realization of assets and the
payment of liabilities in the normal course of operations for the foreseeable
future.

The ability of our company to continue research and development
projects and realize the capitalized value of proprietary technologies and
related assets is dependent upon future commercial success of the technologies
and raising sufficient funds to continue research and development as well as to
effectively market its products. Through March 31, 2011, our company has not
realized commercial success of the technologies, nor have they raised sufficient
funds to continue research and development or to market its products.

There can be no assurances that there will be adequate
financing available to our company and the consolidated financial statements do
not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.

Our company has taken certain restructuring steps to provide
the necessary capital to continue its operations. These steps included: (1)
Tightly budgeting and controlling all expenses; (2) Expanding our companys
operations into China, expanding product lines and recruiting a strong sales
team to significantly increase sales revenue and profit in 2010; (3) Our company
plans to continue actively seeing additional funding opportunities to improve
and expand upon our product lines.

At this time, we cannot provide investors with any assurance
that we will be able to raise sufficient funding from the sale of our common
stock or through a loan from our directors, shareholders or investors to meet
our obligations over the next twelve months. We do not have any further
arrangements in place for any future debt or equity financing.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in
Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act
of 1934 (the "Exchange Act"), that are designed to ensure that information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the rules and forms of the SEC, and that such information
is accumulated and communicated to our management, including our chief executive
officer (our principal executive officer) and chief financial officer (our
principal financial officer and principal accounting officer), as appropriate to
allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, our
management, with the participation of our chief executive officer (our principal
executive officer) and chief financial officer (our principal financial officer
and principal accounting officer), carried out an evaluation of the
effectiveness of our disclosure controls and procedures. Based upon this
evaluation, and the material weaknesses outlined in our Management Report on
Internal Control Over Financial Reporting, our management concluded that our
disclosure controls and procedures were not effective.

8

---

Managements Report on Internal Control Over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Under the supervision and
with the participation of our management, including our chief executive officer
(our principal executive officer) and chief financial officer (our principal
financial officer and principal accounting officer), we conducted an evaluation
of the effectiveness of our internal control over financial reporting as of
March 31, 2011 using the criteria established in Internal ControlIntegrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).

A material weakness is a deficiency, or combination of
deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of our annual or interim
financial statements will not be prevented or detected on a timely basis. In our
assessment of the effectiveness of internal control over financial reporting as
of March 31, 2011, we determined that there were control deficiencies that
constituted material weaknesses, as described below:

|1. | We do not have an audit committee or a financial expert
      on our board of directors  While not being legally obligated to have an
      audit committee, it is managements view that such a committee, including
      a financial expert member, is an utmost important entity level control
      over our financial statements. Currently, our board of directors acts in
      the capacity of the audit committee, and does not include a member that is
      considered to be independent of management to provide the necessary
      oversight over managements activities.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | We did not implement appropriate information technology
      controls  As of March 31, 2011, we retain copies of all financial data
      and material agreements; however, there is no formal procedure or evidence
      of normal backup of our data or off-site storage of the data in the event
      of theft, misplacement or loss due to unmitigated
  factors.                                                                                                                                                                                                                  

Accordingly, we concluded that these control deficiencies
resulted in a reasonable possibility that a material misstatement of our annual
or interim financial statements will not be prevented or detected on a timely
basis by our internal controls.

As a result of the material weaknesses described above,
management has concluded that we did not maintain effective internal control
over financial reporting as of March 31, 2011 based on criteria established in
Internal ControlIntegrated Frameworkissued by COSO.

KCCW Accountancy Corp., an independent registered public
accounting firm, was not required to and has not issued a report concerning the
effectiveness of our internal control over financial reporting as of March 31,
2011.

Continuing Remediation Efforts to Address Deficiencies in
our Internal Control Over Financial Reporting

Once we are engaged in a business of merit and have sufficient
personnel available, then our board of directors, in particular and in
connection with the aforementioned deficiencies, will establish the following
remediation measures:

|1. | Our board of directors will nominate an audit committee
      and audit committee financial expert.                          
|-- | -----------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                              
|2. | We will implement formal procedures to ensure that
      appropriate backup of off-site storage of our data is
  implemented.

Changes in Internal Control

There have been no changes in our internal controls over
financial reporting that occurred during the quarter ended September 30, 2010
that have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

9

---

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, executive officers or affiliates, or any registered or beneficial
stockholder, is an adverse party or has a material interest adverse to our
interest.

Item 1A. Risk Factors

Risks Related to our Business

Risks Relating to Our Stock

We have a history of operating losses which may affect our
ability to continue operations.

We sustained operating losses for of $54,249 for the period
ended March 31, 2011. If we are unable to achieve profitability or to raise
sufficient capital to carry out our business plan, we may not be able to
continue operations.

We have a limited operating history and are still proving
the viability of our products and business model, and thus, we may be unable to
sustain operations and you may lose your entire investment.

Since inception, we have been primarily focused on research and
development. In April 2003, our products became commercially available and in
2006, we significantly changed our product line. We are still adding to our
product line and are in the process of proving the viability of our products and
business model. If our business model proves unsuccessful or our products prove
unviable, we may not be able to sustain operations and our ability to raise
additional funding may be jeopardized.

Our competition has greater resources than we do and can
respond more quickly to changes in our industry which could adversely affect our
ability to compete.

Communications-based businesses are intensely competitive and
involve a high degree of risk. Public acceptance of our products may never reach
the magnitude required for us to achieve commercial profitability.

Many of our existing competitors, as well as a number of
potential new competitors have longer operating histories, greater name
recognition, larger customer bases and significantly greater financial,
technical and marketing resources than us. These factors may allow them to
respond more quickly than us to new or emerging technologies and changes in
customer requirements. It may also allow them to devote greater resources than
we can to the development, promotion and sale of their products and services.
Such competitors may also engage in more extensive research and development,
undertake more far-reaching marketing campaigns, adopt more aggressive pricing
policies and make more attractive offers to existing and potential employees,
strategic partners, advertisers and Internet publishers. In addition, current
and potential competitors have established or may establish cooperative
relationships among themselves or with third parties to increase the quality and
commercial viability of their products or services.

10

---

Volatility of global economic conditions may affect our
ability to raise capital and our product costs which may affect our ability to
continue operations.

Our revenues, profitability, future growth, and the carrying
value of our assets are substantially dependent on prevailing global economic
conditions, generally, and on fluctuations in specific factors such as exchange
rates, rates of inflation, governmental stability and the occurrence of
economically disruptive events, such as war or natural or industrial disaster.
Our ability to borrow and to obtain additional capital on attractive terms is
also substantially dependent upon these factors. The negative impact of these
factors on sales orders originating from an affected country would have an
adverse effect on our borrowing capacity, revenues, profitability and cash flows
from operations. For example, unfavorable changes in exchange rates can increase
the cost of our products and reduce revenues, resulting in reduced
profitability. In the event that our profitability is reduced and we are unable
to maintain our profit margins, our ability to raise or to borrow capital may
decrease. In addition, as has been recently experienced, general downturns in
the technology sector worldwide have made fundraising difficult. Since the
marketing of our products will require us to raise additional capital, such
downturns may have an adverse affect on our ability to continue operations and
to effectively market our products.

We are dependent on key personnel who have extensive
knowledge of our products and business and thus, the loss of one or more of
these individuals may adversely affect our business.

We are heavily dependent upon the expertise of our management
and certain other key officers and directors who have extensive knowledge of our
products and our operations, and the loss of one or more of these individuals
could have a material adverse effect on our business. We do not maintain
key-person insurance policies on any of our executive officers. Since we are a
technology driven company, our future success also depends on our ability to
continue to attract, retain, and motivate highly skilled employees in the
telecommunications technology sector, and in the technology sector, generally.
Competition for employees in our industry is intense. We may be unable to retain
key employees or to attract, assimilate, or retain other highly qualified
employees in the future. We currently have employment agreements with our key
executive officers, engineers and other key employees. These contracts are for
five year terms and include non-competition clauses.

If we are unable to respond to the rapid technological
change in our industry, our products could become obsolete and we may be unable
to compete, resulting in the termination of our operations.

The communications technology industry is characterized by
rapid and significant technological change. Many communication applications have
a short life cycle. For example, our former payment system technologies product
lines became obsolete and reached their end-of-life. Furthermore, due to changes
in governmental policy, the cellular phones that our products were designed to
work with have become obsolete. Going forward, our main products will be in the
areas of telecommunications equipment, including VoIP hardware, HTTs USB Dongle
designed for use with Skype, HTTs SkyDECT, HTTs EZDECT advanced multi-line
cordless telephone systems, etc. We also plan to distribute other name-brand
telecommunications equipment in Taiwan, China and other regions throughout Asia.
Our future success will depend in large part on our ability to continue to
respond to such changes. If we are unable to respond to such changes and/or new
or improved competing technology is developed, our technology may be rendered
non-competitive. In the event that we are unable to respond to these changes,
our ability to raise capital to carry out our business plan may be severely
restricted. In addition, our profitability may decrease as any existing
inventory may need to be sold at a discount. In this event, our cash flow and
liquidity would also be decreased.

11

---

Government regulation could adversely affect our ability to
sell our products.

Laws and regulations directly applicable to communications,
commerce and advertising are becoming more prevalent. In addition, the growth
and development of the communications industry may prompt calls for more
stringent consumer protection laws, both in Canada and abroad, that may impose
additional burdens on companies. Recently, the United States government mandated
wireless number portability for all new cell phones allowing consumers to keep
their existing phone numbers when changing carriers. The implementation of
wireless number portability rendered several then popular cellular phone models
obsolete. In the event that a phone model that our unit attaches to is rendered
obsolete by regulations such as wireless number portability, our sales and
inventory values would be adversely affected. In addition, to the extent that
regulatory bodies impose restrictions on VoIP, our ability to compete with major
telecommunication companies would be effected. The result would be decreased
profitability, which may adversely affect our share price.

Government regulations could also potentially slow down our
expansion plans. We may be required to obtain approval of our products from
several regulatory agencies. Regulatory approval processes can be onerous and
slow, and could adversely affect our ability to meet our financial projections.
Further, compliance with different national standards may require additional
capital investments and testing. If we are unable to obtain such financing or to
obtain any necessary approvals, our business could be adversely impacted.

We will need additional funds in order to implement our
intended projects and there is no assurance that such funds will be available
as, if and when needed, which may adversely affect our operations.

We generated positive cash flow from operations of $381,750 for
the period ended March 31, 2011, and a positive cash flow from operations of
$32,236 for the period ended March 31, 2010. Although our operating activities
generated net proceeds in fiscal 2010, we continue to be dependent on the
proceeds of equity and non-equity financing to fund our operations. No
assurances can be given that our actual cash requirements will fall within our
budget, that anticipated revenues will be realized when needed, that lines of
credit will be available to us if required, or that additional capital will be
available to us. We anticipate that over the next twelve months, we will need a
minimum of $3,000,000 to sustain operations and market our products effectively.

Failure to obtain such additional funds on terms and conditions
that we deem acceptable may materially and adversely affect our ability to
effectively market and distribute our products, resulting in decreased revenues
which may also result in a decreased share price.

The market price of our common shares has been and will in
all likelihood continue to be volatile, which may adversely affect the value of
your investment.

The market price of our common shares has fluctuated over a
wide range and it is likely that the price of our common stock will continue to
fluctuate in the future. Announcements regarding acquisitions, the status of
corporate collaborations, regulatory approvals or other developments by us or
our competitors could have a significant impact on the market price of our
common shares.

Our shares currently trade on the Over-the-Counter Bulletin
Board (OTCC.BB) with limited activity. If this market is not sustained or we
are unable to satisfy any future trading criteria that may be imposed by the
Financial Industry Regulation Authority (FINRA) on our market makers or by the
Securities and Exchange Commission (SEC) on us, there may not be any liquidity
for our shares. Whats more, we have not generated any profit from the sale of
our products to date. These factors could have a negative impact on the
liquidity of any investment made in our stock.

12

---

The value and transferability of our shares may be adversely
impacted by the penny stock rules.

Holders of our common stock in the United States may experience
substantial difficulty in selling their securities as a result of the penny
stock rules. Our common stock is subject to the penny stock rules propagated by
the Securities SEC, which impose additional sales practice requirements on
broker-dealers who sell such securities to persons other than established
customers and accredited investors. Accredited investors generally include
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. For transactions covered by the rule, the broker-dealer must
make a special suitability determination for the purchaser and transaction prior
to the sale. Consequently, the rule may affect the ability of broker-dealers to
sell our securities and also may affect the ability of purchasers of our stock
to sell their shares in the secondary market. It may also cause fewer
broker-dealers to make a market in our stock.

The large number of shares eligible for future sale by
existing shareholders may adversely affect the market price for our common
shares.

Future sales of substantial amounts of our common shares in the
public market, or the perception that such sales could occur, could adversely
affect the market price of our common shares. At March 31, 2011, we had
104,645,120 common shares outstanding. On that date, we had no common shares
reserved for issuance under our stock option plan; and no common shares reserved
for issuance under the warrants issued pursuant to various private placements.

No prediction can be made as to the effect, if any, that sales
of shares of our common stock or the availability of such shares for sale will
have on the market prices of our common stock.

We have limited sales of products to date and no assurance
can be given that our products will be widely accepted in the marketplace, which
may adversely affect your investment.

Our future sales, and therefore, our cash flow, income, and
ultimate success, are highly dependent on success in marketing our products and
consumer acceptance of those products. If our products are not widely accepted
or we are unable to market our products effectively, we may face reduced share
prices, decreased profitability, and decreased cash flow.

There is a limited public market for our common shares at
this time in the united states which may affect your ability to sell our
stock.

Our shares currently trade on the OTCC.BB with limited trading.
If this market is not sustained or we are unable to satisfy any future trading
criteria that may be imposed on our market makers by the Financial Industry
Regulations Authority (FINRA) or by the SEC on us, there may not be any
liquidity for our shares. We have generated only limited revenue from the sale
of our products to date. These factors could have a negative impact on the
liquidity of any investment made in our stock.

You should not expect to receive dividends.

We have never paid any cash dividends on shares of our capital
stock, and we do not anticipate that we will pay any dividends in the
foreseeable future. Our current business plan is to retain any future earnings
to finance the expansion of our business. Any future determination to pay cash
dividends will be at the discretion of our board of directors, and will be
dependent upon our consolidated financial condition, results of operations,
capital requirements, and such other factors that our board of directors may
deem relevant at that time.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

None.

13

---

Item 3. Default upon Senior Securities

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

None.

Item 6. Exhibits

|Exhibit |                                                                                                                                                               
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                   
|(3)     | (i) Articles of
      Incorporation; and (ii) Bylaws                                                                                                          
|3.1     | Articles of Amalgamation (incorporated by reference from
      our Form 20-F filed on September 16, 2003).                                                    
|3.2     | By-laws, as amended (incorporated by reference from our
      Form 20-F filed on September 16, 2003).                                                         
|(10)    | Material Contracts                                                                                                                                            
|10.1    | Form of Loan Agreement and Promissory Note (incorporated
      by reference from our Form 20-F filed on September 16, 2003).                                  
|10.2    | Distribution Agreement with Panasonic (Taiwan) (April,
      2010) (incorporated by reference from our Form 20-F/A filed on January 21,
      2011).          
|10.3    | Manufacture and Distribution Agreement with Sanyo (April,
      2010) (incorporated by reference from our Form 20-F/A filed on January 21,
      2011).       
|10.4    | Form of Promissory for Shareholder Loan. (April, 2010)
      (incorporated by reference from our Form 20- F/A filed on January 21,
      2011).               
|10.5    | Form of Subscription Agreement for Convertible Debenture
      (April, 2010) (incorporated by reference from our Form 20-F/A filed on
      January 21, 2011).
|(14)    | Code of Ethics                                                                                                                                                
|14.1    | Code of Ethics (April, 2010) (incorporated by reference
      from our Form 20-F/A filed on January 21, 2011).                                                
|(21)    | Subsidiaries of the Registrant                                                                                                                                
|21.1    | TransAKT Holdings Limited, a Turks and Caicos company.                                                                                                        
|(31)    | Rule 13a-14(a)/15d-14(a) Certifications                                                                                                                       
|31.1*   | Certificate of Principal Executive Officer filed pursuant
  to Section 302 Certification under Sarbanes- Oxley Act of 2002                                    
|31.2*   | Certification of Principal Financial Officer filed
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                            
|(32)    | Section 1350 Certifications                                                                                                                                   
|32.1*   | Certificate of Principal Executive Officer filed pursuant
      to Section 906 Certification under Sarbanes- Oxley Act of 2002                                
|32.2 *  | Certificate of Principal Financial Officer filed pursuant
  to Section 906 Certification under Sarbanes- Oxley Act of 2002                                    

* Filed herewith.

14

---

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.

|                    | TRANSAKT LTD.                                                 
|------------------- | --------------------------------------------------------------
|                    | (Registrant)                                                  
|                    |                                                               
|                    |                                                               
|Dated: May 16, 2011 | /s/
      James Wu                                            
|                    | James Wu                                                      
|                    | President and Chief Executive Officer
      (Principal        
|                    | Executive Officer)                                            
|                    |                                                               
|                    |                                                               
|                    |                                                               
|Dated: May 16, 2011 | /s/
      Taifen Day                                          
|                    | Taifen Day                                                    
|                    | Chief Financial Officer (Principal Financial
      Officer and
|                    | Principal Accounting Officer)                                 

15

---