TransTech Services Partners (TTSP) 10-Q Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

þ	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended March 31, 2009.

Or,

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 No.

333-138080

TransTech Services Partners Inc.

(Exact name of registrant as specified in its charter)

Delaware	020-5426668
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
445 Fifth Avenue, Suite 30H
New York, New York	10016
(Address of Principal Executive Offices)	(Zip Code)

212 696-5977

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o  No o

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 þ No o

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o

There were 6,300,000 shares of the Registrant’s common stock issued and outstanding as of May 10, 2009.

TRANSTECH SERVICES PARTNERS, INC. CORPORATION INDEX TO FORM 10-Q

INDEX

		Page No.
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Balance Sheets as of March 31, 2009 (unaudited) and December 31, 2008	3
	Condensed Statements of Operations (unaudited), for the three months ended March 31, 2009 and 2008 and the period from August 16, 2006 (inception) to March, 2009	4
	Condensed Statements of Stockholders' Equity, for the period from August 16, 2006 (inception) to March 31, 2009 (unaudited)	5
	Condensed Statements of Cash Flows (unaudited) for the three months ended March 31, 2009 and 2008 and the period from August 16, 2006 (inception) to March 31, 2009	6
	Notes to Condensed Financial Statements (unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Submission of Matters to a Vote of Security Holders	18
Item 5.	Other Information	18
Item 6.	Exhibits	18

2

TRANSTECH SERVICES PARTNERS INC.

(a corporation in the development stage)

CONDENSED BALANCE SHEETS

	March 31, 2009		December 31, 2008
	(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	89,704	$	303,814
Investments held in Trust (Note 1)		41,093,840		41,157,785
Prepaid Taxes		91,787		-
Prepaid expenses		7,500		9,300
Total current assets		41,282,831		41,470,899
Deferred tax assets		378,572		321,638
TOTAL ASSETS	$	41,661,403	$	41,792,537
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Deferred underwriting fee (Note 5)	$	1,372,500	$	1,372,500
Deferred interest		89,027		87,953
Accrued expenses		296,929		174,488
Income taxes payable		-		140,532
Total current liabilities		1,758,456		1,775,473
COMMON STOCK SUBJECT TO POSSIBLE CONVERSION
(1,034,483 - shares at conversion value) (Note 1)		7,872,416		7,872,416
COMMITMENTS (Note 5)
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.0001 per share, 1,000,000 shares authorized, 0 shares issued		-		-
Common stock, par value $.0001 per share, 20,918,920 shares authorized, 6,300,000 shares issued and outstanding (including 1,034,483 shares subject to possible conversion)		630		630
Additional paid-in capital		31,594,200		31,594,200
Earnings accumulated in the development stage		435,701		549,818
TOTAL STOCKHOLDERS' EQUITY		32,030,531		32,144,648
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	41,661,403	$	41,792,537

See notes to unaudited condensed financial statements.

3

TRANSTECH SERVICES PARTNERS INC.

(a corporation in the development stage)

CONDENSED STATEMENTS OF OPERATIONS

							From inception
	For the three			For the three			(August 16, 2006)
	months ended			months ended			to
	March 31, 2009			March 31, 2008			March 31, 2009
	(Unaudited)			(Unaudited)			(Unaudited)
Interest income	$	29		$	2,299		$	7,979
Interest income on Trust Fund		4,981			494,430			1,762,064
Total revenue		5,010			496,729			1,770,043
Operating expenses:
General and administrative expenses		175,380			169,620			1,101,584
Formation costs		-			-			5,500
Total operating expenses		(175,380	)		(169,620	)		(1,107,084	)
(Loss)/Income before provision for income taxes		(170,370	)		327,109			662,959
Provision for income taxes		(56,253	)		111,216			227,258
Net (loss) income	$	(114,117	)	$	215,893		$	435,701
Weighted average number of shares outstanding; basic and diluted		6,300,000			6,300,000
Net (loss) income per share, basic and diluted		(0.02	)		0.03

See notes to unaudited condensed financial statements.

4

TRANSTECH SERVICES PARTNERS INC.

(a corporation in the development stage)

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY

					Additional		Earnings (Deficit)			Total
	Common stock				Paid-		Accumulated in the			Stockholders'
	Shares		Amount		In Capital		Development Stage			Equity (Deficiency)
Issuance of Common Stock on September 13, 2006 at $0.022 per share to initial stockholders		1,125,000	$	112	$	24,888	$	(36,055	)	$	(11,055	)
Balance, December 31, 2006		1,125,000	$	112	$	24,888	$	(36,055	)	$	(11,055	)
Proceeds from sale of underwriter's purchase option		-		-		100		-			100
Proceeds from issuance of warrants		-		-		1,430,000		-			1,430,000
Sale of 5,175,000 units through public offering and over-allotment net of underwriter's discount and offering expenses and excluding $7,872,416 of proceeds allocable to 1,034,483 shares of common stock subject to possible conversion		5,175,000		518		30,139,212		-			30,139,730
Net income		-		-		-		438,786			438,786
Balance, December 31, 2007		6,300,000	$	630	$	31,594,200	$	402,731		$	31,997,561
Net income for the period		-		-		-		147,087			147,087
Balance, December 31, 2008		6,300,000		630		31,594,200		549,818			32,144,648
Unaudited: Net loss for the period		-		-		-		(114,117	)		(114,117	)
Balance, March  31, 2009		6,300,000		630		31,594,200		435,701			32,030,531

See notes to unaudited condensed financial statements

5

TRANSTECH SERVICES PARTNERS INC.

(a corporation in the development stage)

CONDENSED STATEMENTS OF CASH FLOWS

	For the three months ended March 31, 2009			For the three months ended March 31, 2008			From inception (August 16, 2006) to March  31, 2009
OPERATING ACTIVITIES	(Unaudited)			(Unaudited)			(Unaudited)
Net (Loss) income	$	(114,117	)	$	215,893		$	435,701
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investment held in trust		(6,055	)		(543,706	)		(1,851,091	)
Changes in operating assets and liabilities:
Prepaid taxes		(91,787	)		-			(91,787	)
Prepaid expenses		1,800			576			(7,500	)
Deferred tax assets		(56,934	)		(71,300	)		(378,572	)
Accrued expenses		122,441			47,921			296,931
Income taxes payable		(140,532	)		182,515			-
Deferred Interest		1,074			49,276			89,027
Accrued registration Cost		-			-			(29,297	)
Net cash used in operating activities		(284,110	)		(118,825	)		(1,536,588	)
INVESTING ACTIVITIES
Purchases of investments held in Trust Fund		-			-			(40,754,500	)
Disbursements from  Trust Fund		70,000			-	)		1,511,750
Net cash provided by (used in) investing activities		70,000			-			(39,242,750	)
FINANCING ACTIVITIES
Proceeds from issuance of common stock to initial stockholders		-			-			25,000
Proceeds from public offering		-			-			36,000,000
Proceeds from underwriter’s over-allotment exercise		-			-			5,400,000
Proceeds from issuance of insider warrants		-			-			1,430,000
Proceeds from purchase of underwriter’s purchase option		-			-			100
Payment of registration costs		-			-			(1,986,058	)
Net cash provided by financing activities		-			-			40,869,042
Net increase in cash and cash equivalents		(214,110	)		(118,825	)		89,704
Cash and Cash Equivalents
Beginning of period		303,814			666,186			-
End of period	$	89,704		$	547,361		$	89,704
Supplemental disclosure of non-cash financing activities
Cash paid for income taxes	$	233,000		$	-		$	697,618
Accrued registration costs		-		$	14,298		$	29,297
Accrual of deferred underwriting fees		-		$	-		$	-

See notes to unaudited condensed financial statements.

6

TRANSTECH SERVICES PARTNERS INC.

(a corporation in the development stage)

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 1 — Discussion of the Company's Activities 

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

There is substantial doubt about the Company’s ability to continue as a going concern due to the requirement that the Company completes a business combination by May 23, 2009 or it will be forced to liquidate and due to limited working capital, without including funds held in trust, as of March 31, 2009. The Company plans to address these matters by making efforts to complete a business combination by May 23, 2009 and has entered into definitive agreements with Global Hi-Tech Industries Limited (“GHIL”), which is subject to the receipt of requisite shareholder and regulatory approval. The Company filed a preliminary proxy statement with the SEC on April 6, 2009 as discussed in Note 8 – Subsequent Events.  The Company plans to meet its working capital requirements by making efforts to raise bridge financing and negotiate payment terms with vendors, as may be necessary. There is no assurance that the Company will complete a business combination by May 23, 2009 or be successful in raising bridge financing.  The accompanying financial statements do not include any adjustments that may result from the outcome of this uncertainty.

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

The registration statement for the Company's initial public offering (“Offering”) was declared effective on May 23, 2007. The Company consummated the Offering on May 30, 2007 for net proceeds of approximately $33 million. On June 13, 2007 the Company's underwriters' exercised their over-allotment option for net proceeds of approximately $5.2 million. The Company's management intends to apply substantially all of the net proceeds of the Offering toward consummating a Business Combination. The initial Target Business must have a fair market value equal to at least 80% of our net assets (excluding the amount held in the trust account representing a portion of the underwriters' deferred discount (Note 5) at the time of such acquisition. However, there is no assurance that the Company will be able to successfully affect a Business Combination. 

Management has agreed that approximately $7.88 per Unit sold in the Offering will be held in a trust account (“Trust Account”) and invested in permitted United States government securities, of which, $0.27 per Unit will be paid to the underwriter upon the consummation of a Business Combination pro-rata with respect to those shares which stockholders do not exercise their conversion rights. The placing of funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, prospective acquisition targets or other entities it engages, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. Approximately $800,000 of after tax interest earned on the monies held in the Trust Account and $100,000 transferred to the Company at the close of the Offering may be used to pay for due diligence of prospective Target Businesses, legal and accounting fees relating to Securities and Exchange Commission (“SEC”) reporting obligations and working capital to cover miscellaneous expenses, director and officer insurance and reserves. As of March 31, 2009, the Company has nominal working capital to be withdrawn from Trust.

7

TRANSTECH SERVICES PARTNERS INC.

(a corporation in the development stage)

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 1 — Discussion of the Company's Activities – (Continued)

The Company, after signing a definitive agreement for a Business Combination, is obliged to submit such transaction for approval by a majority of the public stockholders of the Company.. Stockholders that vote against such proposed Business Combination and exercise their conversion rights are, under certain conditions described below, entitled to convert their shares into a pro-rata distribution from the Trust Account (the “Conversion Right”). The actual per-share conversion price will be equal to the amount in the Trust Account (inclusive of any interest thereon) as of two business days prior to the proposed Business Combination less up to $279,310 to be waived by the underwriters related to the shares so converted, divided by the number of shares sold in the Offering, or approximately $7.61 per share, calculated based on $7.88 per Unit held in the Trust Account as of the date of closing of the IPO, less $0.27 per share to be waived by the underwriters related to the shares subject to possible conversion. As a result of the Conversion Right, $7,872,416 has been classified as common stock subject to possible conversion on the accompanying balance sheet as of March 31, 2009. The Company's stockholders prior to the Offering (“Initial Stockholders”), have agreed to vote their 1,125,000 founding shares of common stock in accordance with the manner in which the majority of the shares of common stock offered in the Offering are voted by the Company's public stockholders (“Public Stockholders”) with respect to a Business Combination. In the event that a majority of the outstanding shares of common stock voted by the Company's public stockholders vote for the approval of the Business Combination and holders owning 20% or more of the outstanding common stock do not vote against the Business Combination and do not exercise their Conversion Rights, the Business Combination may then be consummated.

On March 25, 2009, we announced that we have entered into a binding Letter Of Intent with Global Hi-Tech Industries Limited (‘GHIL’) and subsequently announced on April 3, 2009, that we have entered into definitive agreements. GHIL, a company incorporated in India, is an integrated steel manufacturer focused on the infrastructure growth sector in India, and has prospecting license for iron-ore mines in Chatarpur, Madhya Pradesh where GHIL believes that there may be substantial iron-ore deposits. We believe that GHIL can benefit from cross-border opportunities and enhance efficiencies from technological upgradation by integrating IT systems in the areas of plant logistics, energy control, raw material sourcing and iron-ore mining.

Pursuant to the definitive agreements, Delta Enterprises Limited (‘Delta’), a Mauritius-based entity, shall enter into an agreement pursuant to which Delta shall acquire 51.6% stake in GHIL from the majority shareholders of GHIL. Thereafter, Delta shall become a wholly-owned subsidiary of TransTech. Based on pre-agreed milestones and certain conditions, TransTech will acquire the remaining equity over a period of time.

There remain a number of conditions to the Company’s completing the acquisition of GHIL, including approval by TransTech’s stockholders of the business combination and approval by the shareholders of GHIL of the share purchase agreement.

The Company announced on April 9, 2009 that it has filed preliminary proxy statement on Schedule 14A with the SEC as discussed in Note 8 – Subsequent Events. Post filing proxy statement seeking the approval of the Company’s stockholders for that Business Combination, if 20% or more of the public stockholders do not approve the Business Combination and demand for conversion of their stock into cash, then the Company’s board will convene, adopt and recommend to their stockholders a plan of dissolution and distribution and file a proxy statement with the SEC seeking stockholder approval for such plan. In the event of liquidation, the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per share in the Offering.

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

8

TRANSTECH SERVICES PARTNERS INC.

(a corporation in the development stage)

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 2—Offering

In its initial public offering, effective May 23, 2007 (closed on May 30, 2007), the Company sold to the public 4,500,000 units (the “Units” or a “Unit”) at a price of $8.00 per Unit. Proceeds from the initial public offering totaled approximately $33 million, which was net of approximately $2 million in underwriting fees and other expenses due at closing and approximately $1.2 million of deferred underwriting fees. Each Unit consists of one share of the Company's common stock and one warrant (a “Warrant”). 

On June 13, 2007, the Company's underwriters exercised their option to purchase 675,000 Units to cover over-allotments generating gross proceeds of $5.4 million, of which $5.2 million was placed in the Trust Account, net of $0.2 million additional underwriting fees for an aggregate $40.7 million held in the Trust Account.

The Company also sold to the Representatives, a purchase option to purchase up to a total of 281,250 additional Units (Note 7). 

Note 3 — Summary of Significant Accounting Policies

Interim Financial Statements - -The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the period from inception (August 16, 2006) to December 31, 2008 included in the Company’s Form 10-K filed on April 1, 2009. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management necessary for a fair presentation of the Company’s financial position and results of operations. The operating results for the three months ended March 31, 2009 and 2008 and for the period from inception (August 16, 2006) to March 31, 2009 are not necessarily indicative of the results to be expected for any other interim period of any future year. The December 31, 2008 Balance Sheet, and the statements of stockholders equity for the period from inception (August 16, 2006) to December 31, 2006 and the years ended December 31, 2007 and 2008 have been derived from the audited financial statements.

Cash and Cash Equivalents- Cash and cash equivalents are deposits with financial institutions as well as short-term money market instruments with maturities of three months or less when purchased.

Investments held in trust- The Company's restricted investment held in the Trust Fund at March 31, 2009 is invested in U.S. Government Securities. The Company recognized interest income of $4,981 and $494,430 for the three months ended March  31, 2009 and 2008, and $1,762,064 for the period from inception (August 16, 2006) to March 31, 2009 respectively which is included on the accompanying statements of operations. A nominal amount remains to be distributed from the trust account for working capital purposes. Below is the Trust Account reconciliation:

9

TRANSTECH SERVICES PARTNERS INC.

(a corporation in the development stage)

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 3 — Summary of Significant Accounting Policies – (Continued)

Amounts placed in trust	$	40,754,500
Amounts withdrawn for income tax payments		(292,000	)
Amounts withdrawn for working capital		(643,195	)
Amount earned in interest		951,594
Balance at December 31, 2007	$	40,770,899
Amount earned in interest		893,442
Amount withdrawn for working capital		(156,556	)
Amount withdrawn for income taxes		(350,000	)
Total funds held in trust account as of December 31, 2008	$	41,157,785
Amount earned in interest		6,055
Amount withdrawn for working capital		-
Amount withdrawn for income taxes		(70,000	)
Total funds held in trust account as of March 31, 2009	$	41,093,840

Concentration of Credit Risk- Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents and investments. The Company may maintain deposits in federally insured financial institutions in excess of federally insured limits. However, management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held or due to the nature of investments held in trust.

Net Income Per Share- Net income per share is computed based on the weighted average number of shares of common stock outstanding. Basic income per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. The effect of the 5,175,000 outstanding warrants issued in connection with the initial public offering, the 1,191,667 outstanding warrants issued in connection with the private placement and the 281,250 units included in the underwriters' purchase option, as described in Note 7, along with the warrants underlying such units (representing 562,500 shares of common stock and warrants) has not been considered in diluted income per share calculations since such securities are contingently exercisable.

Fair Value of Financial Instruments - - Effective January 1, 2008 the Company adopted Statement No. 157, Fair Value Measurements.  Statement No. 157 applies to all assets and liabilities that are being measured and reported on a fair value basis.  Statement No. 157 requires new disclosure that establishes a framework for measuring fair value in GAAP, and expands disclosure about fair value measurements. This statement enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values.  The statement requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

In determining the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are subject to Statement No. 157.  At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3.

The table below presents the balances of assets and liabilities measured at fair value on a recurring basis by level within the hierarchy.

	March 31, 2009
	Total			Level 1			Level 2			Level 3
Investments Held in Trust		$	41,093,840,		$	41,093,840		$	-		$	-
Total assets		$	41,093,840		$	41,093,840		$	-		$	-

The Company’s investments held in trust include money market securities that are considered to be highly liquid and easily tradable.  These securities are valued using inputs observable in active markets for identical securities and therefore are classified as level 1 within the fair value hierarchy.

Use of Estimates- The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 

Income Taxes- Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.

10

TRANSTECH SERVICES PARTNERS INC.

(a corporation in the development stage)

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 3 — Summary of Significant Accounting Policies – (Continued)

New Accounting Pronouncements– In September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurements (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. SFAS No. 157 applies to other accounting pronouncements that require or permit fair value measurements. The new guidance is effective for financial statements issued for fiscal years beginning after November 15, 2007, and for interim periods within those fiscal years. The adoption of SFAS No. 157 did not have a material impact on the Company’s Financial Statements.

In February 2008, the FASB issued FSP 157-2, “Partial Deferral of the Effective Date of Statement 157” (“FSP 157-2”).  FSP 157-2 delayed the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except those that were recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008.  The adoption of FSP 157-2 did not have a material impact on the Company’s financial statements.

In December 2007, the FASB issued SFAS No 141R, ‘‘Business Combinations’’ (‘‘SFAS 141R’’). SFAS 141R replaces SFAS 141 and establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements which will enable users to evaluate the nature and financial effects of the business combination. Acquisition costs associated with the business combination will generally be expensed as incurred. SFAS 141R is effective for business combinations occurring in the fiscal years beginning after December 15, 2008, which will require the Company to adopt these provisions for business combinations occurring in fiscal 2009 and thereafter.

In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51.SFAS 160 requires that ownership interests in subsidiaries held by parties other than the parent, and the amount of consolidated net income, be clearly identified, labeled and presented in the consolidated financial statements. It also requires once a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value. Sufficient disclosures are required to clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. It is effective for fiscal years beginning after December 15, 2008, and requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. All other requirements are applied prospectively. Upon the successful completion of a Business Combination, the Company anticipates applying the provisions of SFAS141R and potentially SFAS 160.

In June 2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (‘EITF 07-5’).  EITF 07-5 provides guidance on how to determine if certain instruments or embedded features are considered indexed to our own stock.  EITF 07-5 requires companies to use a two-step approach to evaluate an instrument’s contingent exercise provisions and settlement provisions in determining whether the instrument is considered to be indexed to its own stock. EITF 07-5 is effective for fiscal years beginning after December 15, 2008, and any interim period therein with any outstanding instrument at the date of adoption requiring a retrospective application of the accounting through a cumulative effect adjustment to retained earnings upon adoption. The adoption of EITF 07-5 did not have a significant impact on the Company’s financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s consolidated financial statements.

11

TRANSTECH SERVICES PARTNERS INC.

(a corporation in the development stage)

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 4 — Income Taxes

            The Company’s effective tax rate approximates the combined federal and state statutory rate. The Company is incorporated in Delaware and accordingly is subject to franchise taxes. Included as part of general and administrative costs in the accompanying statement of operations is Delaware franchise tax expense of $9,000 and $9,162 for the three months ended March 31, 2009 and 2008, and $82,662 for the period from August 16, 2006 (inception) through March 31, 2009.

Note 5 — Commitments

Administrative Fees

            The Company has agreed to pay an affiliate of one of its sponsors $7,500 per month commencing on May 23, 2007 for office, secretarial and administrative services. For the three months ended March 31, 2009 and 2008 the Company incurred $22,500 and $22,500, and for the period August 16, 2006 (inception) to March 31, 2009 $166,694 is included in general and administrative costs on the accompanying statements of operations.

Underwriting Agreement

In connection with the Offering, the Company has entered into an underwriting agreement (the “Underwriting Agreement”) with the underwriters in the Offering. Pursuant to the Underwriting Agreement, the Company was obligated to Cowen and Company, LLC and Maxim Group LLC (together the “Representatives”), the representatives of the underwriters, for certain fees and expenses related to the Offering, including underwriting discounts of $2,898,000. The Company paid $1,350,000 of the underwriting discounts upon closing of the Offering and $175,500 upon closing of the underwriters' over-allotment exercise on June 13, 2007. The Company and the Representatives have agreed that payment of the underwriting discount of $1,372,500 will be deferred until consummation of the Business Combination. Accordingly, a deferred underwriting fee comprised of the deferred portion of the underwriting discount is included on the accompanying balance sheets at March 31, 2009.

Petition – Opportunity Fund

On February 6, 2009, Opportunity Partners L.P. filed a petition against TransTech in the Court of Chancery of the State of Delaware seeking to compel TransTech to hold an annual meeting of stockholders for the election of directors pursuant to Section 211(c) of the General Corporation Law of the State of Delaware on the grounds that more than thirteen months had elapsed since the organization of TransTech, it last annual meeting or the last action by written consent in lieu of an annual meeting. The matter went to trial on April 8, 2009, and on April 9, 2009 the Delaware Court of Chancery orally ruled on the matter, which oral ruling was memorialized by a written opinion dated April 14, 2009.  In its opinion, the Court of Chancery of the State of Delaware ordered TransTech to hold an annual meeting of its stockholders for the election of directors no later than June 8, 2009, and further ordered that the record date for such meeting be set for a date earlier than the special meeting of TransTech stockholders to consider the GHIL transaction.  Thereafter on April 24, 2009, the board of directors of TransTech established the date for the annual meeting of its stockholders as June 8, 2009 and further fixed the record date for such meeting as May 12, 2009.

Note 6 — Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.

Note 7 — Equity 

 Common Stock 

On January 10, 2007, the Company effected a 3 for 4 reverse stock split of its outstanding shares of common stock. All of the references in the accompanying financial statements to the number of shares have been retroactively restated to reflect the reverse stock split.

On February 14, 2007 the Company effected a 0.972973 for 1 reverse stock split of its outstanding shares of common stock and amended the number of authorized shares of common stock to 20,918,920. All of the references in the accompanying financial statements to the number of shares have been retroactively restated to reflect the reverse stock split and change in authorized shares.

Pursuant to letter agreements with the Company and the Representatives in the Offering and the private placement offering, the Initial Stockholders have waived their right to receive distributions with respect to their founding shares and the shares underlying the Private Warrants as defined below (but not shares purchased in the Offering or in the secondary market) in the event of the Company's liquidation. 

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TRANSTECH SERVICES PARTNERS INC.

(a corporation in the development stage)

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 7 — Equity  - (Continued)

The Initial Stockholders have agreed to surrender, without consideration, up to an aggregate of 99,973 of their shares of common stock to the Company for cancellation upon consummation of a Business Combination in the event Public Stockholders exercise their right to have the Company convert their shares for cash. Accordingly, for approximately every nine shares converted by Public Stockholders, the founders have agreed to surrender one share for cancellation.

Public Warrants 

Each warrant sold in the Offering (a “Public Warrant”) is exercisable for one share of common stock. Except as set forth below, the Public Warrants entitle the holder to purchase shares at $5.00 per share, subject to adjustment in the event of stock dividends and splits, reclassifications, combinations and similar events for a period commencing on the later of:(a) completion of the Business Combination and (b) one year from the effective date of the Offering of the Company's securities, and ending four years from the date of the Offering. The Company has the ability to redeem the Public Warrants, in whole or in part, at a price of $.01 per Public Warrant, at any time after the Public Warrants become exercisable, upon a minimum of 30 days' prior written notice of redemption, and if, and only if, the last sale price of the Company's common stock equals or exceeds $11.50 per share, for any 20 trading days within a 30 trading day period ending three business days before the Company sent the notice of redemption. If the Company dissolves before the consummation of a Business Combination, there will be no distribution from the Trust Account with respect to such Public Warrants, which will expire worthless. 

Private Warrants

Prior to the closing of the Offering, the Company sold to one of its Initial Stockholders 1,191,667 warrants (“Private Warrants”) in a private placement, at a price of $1.20 per Private Warrant, for an aggregate of $1,430,000. 

The Private Warrants are identical to the Public Warrants and may not be sold or transferred, except in limited circumstances, until after the consummation of a Business Combination. If the Company dissolves before the consummation of a Business Combination, there will be no distribution from the Trust Account with respect to such Private Warrants, which will expire worthless. As the proceeds from the exercise of the Public Warrants and Private Warrants will not be received until after the completion of a Business Combination, the expected proceeds from exercise will not have any effect on the Company's financial condition or results of operations prior to a Business Combination

Unit Purchase Option

 The Company sold to the Representatives for $100, an option to purchase up to 281,250 units at $10.00 per unit (the “Unit Purchase Option” or the “UPO”). The Units issuable upon exercise of the UPO are identical to those offered by the Offering. The UPO commences on the later of the consummation of a Business Combination or 180-days from the date of the prospectus with respect to the Offering and expires three years from the date of the prospectus.  The Company calculated the fair value of the UPO to be $694,687 ($2.47 per unit) using a Black-Scholes option-pricing model. The fair value of the UPO has been determined using the following assumptions: (1) expected volatility of 50.02% (2) risk-free interest rate of 4.75% and (3) contractual life of 3 years. The expected volatility in the preceding sentence was calculated as an average of the volatilities of similar companies that trade on U.S. Stock Exchanges. In calculating volatility for the representative companies, the Company used daily historical volatilities for the period of time equal to the term of the option (3 years). 

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TRANSTECH SERVICES PARTNERS INC.

(a corporation in the development stage)

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 7 — Equity – (Continued)

 The Unit Purchase Option and the warrants included in the Unit Purchase Option, are not subject to net cash settlement in the event the Company is unable to maintain an effective 1933 Act registration statement. The Company must use best efforts to file and maintain the effectiveness of the registration statement for the securities issuable upon exercise of the Unit Purchase Option. Such warrants underlying the Unit Purchase Option are only exercisable to the extent the Company is able to maintain such effectiveness. The Unit Purchase Option (but not the underlying warrants), however, may be exercised by means of cashless exercise even in the absence of an effective registration statement for the underlying securities. If the holder of the Unit Purchase Option, or warrants underlying the Unit Purchase Option, does not, or is not able to, exercise the Unit Purchase Option or warrants underlying the Unit Purchase Option, as applicable, the Unit Purchase Option or underlying warrants, as applicable, will expire worthless.

Registration Rights – Warrants and Purchase Option

Warrants

In accordance with the Warrant Agreement related to the Public Warrants and the registration rights agreement associated with the Private Warrants (collectively the Public Warrants and Private Warrants are the “Warrants”), the Company will only be required to use its best efforts to register the Warrants and the shares of Common Stock issuable upon exercise of the Warrants and once effective to use its best efforts to maintain the effectiveness of such registration statement. The Company will not be obligated to deliver securities, and there are no contractual penalties for failure to deliver securities, if a registration statement is not effective at the time of exercise. However, with regards to the Private Warrants, the Company may satisfy its obligation by delivering unregistered shares of common stock. Additionally, in the event that a registration statement is not effective at the time of exercise, the holder of such Warrants shall not be entitled to exercise. In no event (whether in the case of a registration statement not being effective or otherwise) will the Company be required to net cash settle a Warrant exercise. Consequently, the Warrants may expire unexercised and unredeemed. The holders of Warrants do not have the rights or privileges of holders of the Company's common stock or any voting rights until such holders exercise their respective warrants and receive shares of the Company's common stock.

Note 8 — Subsequent Events 

On April 3, 2009 the Company announced that it has entered into definitive agreement with Global Hi-Tech Industries Ltd. (“GHIL”), pursuant to which TransTech will acquire GHIL, subject to the receipt of requisite shareholder and regulatory approval. The Company announced on April 9, 2009 that it has filed a preliminary proxy statement with the SEC, in connection with solicitation of proxies for the special meeting to approve the acquisition.

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

 Forward Looking Statements

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

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

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

             This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our 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 such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission filings. 

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

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

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

Results of Operations

Net loss for the year ended March 31, 2009 , of $114,117 consisted of interest income on the Trust Fund investment of $4,981 and interest on cash and cash equivalents of $29, offset by general and administrative expenses of $175,380 which includes professional fees, administrative fees and other operating expenses. A federal income tax provision for the period of ($56,253) has been recorded. Decreased revenue in 2009 is related to a continued decrease in Trust Fund investment rates.

Net income for the year ended March 31, 2008, of $215,893 consisted of interest income on the Trust Fund investment of $494,430 and interest on cash and cash equivalents of $2,299, offset by general and administrative expenses of $169,620, which includes professional fees, administrative fees and other operating expenses. A federal income tax provision for the period of $111,216 has been recorded. 

Net income for the period August 16, 2006 (inception) to March 31, 2009, of $435,701 consisted of interest income on the Trust Fund investment of $1,762,064 and interest on cash and cash equivalents of $7,979, offset by general and administrative expenses of $1,101,583 which includes professional fees, administrative fees and other operating expenses and $5,500 in formation costs. A federal income tax provision for the period of $227,258 has been recorded.

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Liquidity and Capital Resources    

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

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

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

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

For the three months ended March 31, 2009, $0 of interest income was released to the Company from the trust account for working capital and $70,000 for income tax obligations.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and treasurer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our principal executive officer and our principal financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2009. Based upon their evaluation, they concluded that our disclosure controls and procedures were effective.

Change in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On February 6, 2009, Opportunity Partners L.P. filed a petition against TransTech in the Court of Chancery of the State of Delaware seeking to compel TransTech to hold an annual meeting of stockholders for the election of directors pursuant to Section 211(c) of the General Corporation Law of the State of Delaware on the grounds that more than thirteen months had elapsed since the organization of TransTech, it last annual meeting or the last action by written consent in lieu of an annual meeting. The matter went to trial on April 8, 2009, and on April 9, 2009 the Delaware Court of Chancery orally ruled on the matter, which oral ruling was memorialized by a written opinion dated April 14, 2009.  In its opinion, the Court of Chancery of the State of Delaware ordered TransTech to hold an annual meeting of its stockholders for the election of directors no later than June 8, 2009, and further ordered that the record date for such meeting be set for a date earlier than the special meeting of TransTech stockholders to consider the GHIL transaction.  Thereafter on April 24, 2009, the board of directors of TransTech established the date for the annual meeting of its stockholders as June 8, 2009 and further fixed the record date for such meeting as May 12, 2009.

ITEM 1A. RISK FACTORS

There have been no material changes from the Risk Factors described in our form 10-K for the fiscal year ended December 31, 2008. Additionally, the risks described in our Annual Report on Form 10-K for the period ended December 31, 2008 is not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.	Description
31.1	Certification of the Chief Executive Officer (Filed herewith)
31.2	Certification of the Chief Financial Officer (Filed herewith)
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350 (Filed herewith)
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350 (Filed herewith)

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRANSTECH SERVICES PARTNERS INC
May 14, 2009	By:	/s/ Suresh Rajpal
		Suresh Rajpal Chief Executive Officer

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