1370433--2/29/2008--TRANS-INDIA_ACQUISITION

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Risks Associated with Our Business We have received an audit opinion with an explanatory paragraph regarding our ability to continue as a going concern. We are a development stage company with no operating history and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objective. Investors must rely on our management with respect to the identification and selection of a prospective target business and we cannot assure you that any such acquisition will be successful. We will be dependent upon limited funds outside of the trust account and interest earned on the trust account released to us to fund our search for a target company and consummation of a business combination. Because there are numerous companies with business plans similar to ours seeking to effectuate business combinations, it may be more difficult for us to do so. Since we have not currently selected any target business with which to complete a business combination, investors are unable to currently ascertain the merits or risks of the target business operations. If we do not timely consummate a business combination, we will be required to dissolve, but such dissolution requires the approval of holders of a majority of our common stock in accordance with Delaware law. Without this shareholder approval, we will not be able to dissolve and liquidate and we will not distribute funds from our trust account to our public stockholders. Because the initial per share amount deposited in trust was $7.82 per share, if we are unable to timely complete a business combination and we receive stockholder approval to dissolve and distribute the funds held in trust, our public stockholders may receive less than $8.00 per share upon distribution of the trust account and our redeemable warrants will expire worthless. After our business combination, we may be solely dependent on a single business and a limited number of products or services. Because of our limited resources and structure, we may not be able to consummate an attractive business combination. Company resources could be wasted in pursuing acquisitions that are not consummated. We may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the target business, which could compel us to restructure the transaction or abandon a particular business combination. If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share conversion and liquidation price received by stockholders may be less than $7.82 per share. Upon distribution of the trust account, our public stockholders may be held liable for claims of third parties against us to the extent of distributions received by them. Under Delaware law, the requirements and restrictions relating to our initial public offering contained in our amended and restated certificate of incorporation may be amended, which could reduce or eliminate the protection afforded to our stockholders by such requirements and restrictions. We may issue shares of our capital stock or convertible debt securities to complete a business combination, which would reduce the equity interest of our stockholders and likely cause a change in control of our ownership. We may have limited ability to evaluate the management of the target business. Our officers and directors have limited or no experience in managing blank check companies which may have an adverse impact on our prospects. Our ability to successfully effect a business combination and to be successful thereafter will be totally dependent upon the efforts of our management, some of whom may join us following a business combination. If our current officers and directors allocate their time to other businesses, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs, our ability to consummate a business combination could be negatively impacted. Our officers and directors may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Our officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the available funds outside the trust account, unless the business combination is consummated and, therefore, they may have a conflict of interest in determining whether or not a particular target business is appropriate for a business combination and in the public stockholders best interest. The representatives of the underwriters will have the right to acquire units pursuant to the representatives unit purchase option issued in our initial public offering and I-Bankers Securities, Inc. may have a conflict of interest in determining whether or not to consent to our redemption of outstanding warrants. If we complete a business combination that involves a target business focused on pharmaceutical compounds or biotechnology therapeutics or diagnostics, we may not be able to commercialize our product candidates. Following a business combination, we may be liable to our clients for damages caused by disclosure of confidential information or system failures. If our common stock becomes subject to the penny stock rules promulgated by the SEC, broker dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected. Our outstanding warrants may substantially reduce the market price of our common stock and make it more difficult to effect a business combination. The warrants are redeemable upon short notice, which will require you to exercise the warrants or receive the redemption price of $0.01 per warrant. An effective registration statement or a current prospectus may not be in place when an investor desires to exercise warrants or the warrants are redeemed, thus precluding such investor from being able to exercise his, her or its warrants. If our initial stockholders exercise their registration rights, it may substantially reduce the market price of our units, common stock and warrants, and the existence of these rights may make it more difficult to effect a business combination. We have substantial discretion as to how to spend the proceeds of our initial public offering which are outside of the trust. If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements, and our activities may be restricted, which may make it more difficult for us to complete a business combination or operate over the near term or long term in our intended manner. The American Stock Exchange may delist our securities from trading on its exchange which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. Our directors may not be considered independent under the policies of the North American Securities Administrators Association, Inc. Because after the consummation of a business combination a significant portion of our assets may be located outside of the United States, it may be difficult for investors to enforce their legal rights against such assets. Risks Related to Operations in India Political, economic, social and other factors in India may adversely affect our ability to achieve our business objective. Exchange controls that exist in India may limit our ability to utilize our cash flow effectively following a business combination. Returns on investment in Indian companies may be decreased by withholding and other taxes. Certain sectors of the Indian economy are subject to government regulations that limit foreign ownership, which may adversely affect our ability to achieve our business objective which is to acquire one or more operating businesses with primary operations in India. Because the Indian judiciary will determine the scope and enforcement under Indian law of almost all of our target business material agreements, we may be unable to enforce our rights inside and outside of India. The commercial success of any products under development by a target business we acquire will depend upon product superiority and sales and marketing efforts that together successfully generate continuing market acceptance by physicians, patients, healthcare payors and others in the medical community. Wage pressures in India may prevent an acquired company from sustaining a competitive advantage and may reduce its profit margins. India has different corporate disclosure, governance and regulatory requirements than those in the United States which may make it more difficult or complex to consummate a business combination. The requirement that Indian companies provide accounting statements that are in compliance with United States GAAP may limit the potential number of acquisition targets. Foreign currency fluctuations could cause a business combination to be more expensive. If political relations between the United States and India weaken, it could make a target business operations less attractive. The laws of India may not protect intellectual property rights to the same extent as those of the United States, and we may be unsuccessful in protecting intellectual property rights following a business combination and may also be subject to third party claims of intellectual property infringement.

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1370433--2/29/2008--TRANS-INDIA_ACQUISITION_CORP