SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 14d-100)

(Amendment No. 1)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

Boston Communications Group, Inc.

(Name of Subject Company)

Tea Party Acquisition Corp.

a wholly-owned subsidiary of

Megasoft Limited

(Name of Filing Persons (Identifying Status as Offeror, Issuer or Other Person))

COMMON STOCK, $0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

100582105

(CUSIP Number of Class of Securities)

V. Balasubramanian

Chief Financial Officer

Megasoft Limited

6-3-1192/2/1, Kundanbagh,

Begumpet, Hyderabad 500016

India

Tel: +91 40 23412266

Fax: +91 40 23412006

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

with copies to:

Anthony J. Richmond, Esq.

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Tel: (650) 328-4600

Fax: (650) 463-2600

Calculation of Filing Fee

Transaction Valuation:	Amount of Filing Fee:
$65,579,026*	$2,013.28**

* Estimated for purpose of calculating the filing fee only. The transaction valuation was determined by multiplying the purchase price of $3.60 per share by the sum of (i) the 17,908,251 shares of common stock, par value $0.01 per share, of Boston Communications Group, Inc. (the “Shares”), issued and outstanding as of July 11, 2007; and (ii) the product of (A) the 543,759 Shares that are issuable under outstanding Boston Communications Group, Inc. stock options with an exercise price of less than $3.60 per Share, and (B) the excess of the purchase price of $3.60 per Share over $1.5599, which is the weighted average exercise price of such options.

** The amount of the filing fee, in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, is calculated by multiplying the transaction valuation by 0.00003070.

x Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identity the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$2,013.28	Filing Party:	Tea Party Acquisition Corp.
Form or Registration No.:	Schedule TO-T	Date Filed:	July 30, 2007

¨ Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, as amended through the date hereof (as amended, the “Statement”), originally filed with the Securities and Exchange Commission (the “SEC”) on July 30, 2007, by Tea Party Acquisition Corp., a Massachusetts corporation (“Purchaser”) and wholly-owned subsidiary of Megasoft Limited, a company incorporated in India under the provisions of the Companies Act, 1956 (“Parent”), relating to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share, including the associated preferred stock purchase rights (collectively, the “Shares”), of Boston Communications Group, Inc., a Massachusetts corporation (the “Company”), at a purchase price of $3.60 per share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 30, 2007, as amended through the date hereof (as amended, the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which were previously filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Statement, respectively. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or in the Statement.

Miscellaneous

Item 11 of the Statement is amended and supplemented by adding the following at the end thereof:

“On August 27, 2007, Parent issued a press release announcing that Purchaser has extended the Expiration Date of the Offer until 5:00 p.m., New York City time, on Wednesday, August 29, 2007. The Offer had previously been scheduled to expire at 12:00 midnight, New York City time, on Friday, August 24, 2007. The Depositary has advised Parent that approximately 13,960,647 Shares have been validly tendered and not withdrawn in the Offer as of Friday, August 24, 2007, representing approximately 78% of the Company’s outstanding Shares. The Depository also received Notices of Guaranteed Delivery with respect to an additional 1,904,432 Shares, which, together with the foregoing, represent (if such Shares are delivered pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase) approximately 88% of the Company’s outstanding Shares. The full text of the August 27, 2007 press release is attached as Exhibit (a)(1)(J) and is incorporated herein by reference.”

Item 12 of the Statement is amended and supplemented by adding the following:

“(a)(1)(J) Press Release issued on August 27, 2007.”

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 27, 2007

TEA PARTY ACQUISITION CORP.
By:	/s/ V. Balasubramanian
Name:	V. Balasubramanian
Title:	Vice President and Treasurer

EXHIBIT INDEX

Exhibit No.
(a)(1)(A)	Offer to Purchase, dated July 30, 2007.*
(a)(1)(B)	Form of Letter of Transmittal.*
(a)(1)(C)	Form of Notice of Guaranteed Delivery.*
(a)(1)(D)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(F)	Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
(a)(1)(G)	Form of Summary Advertisement as published in The New York Times on July 30, 2007.*
(a)(1)(H)	Press Release issued on July 11, 2007 (incorporated by reference to the Schedule TO-C filed by Tea Party Acquisition Corp. with the SEC on July 11, 2007).
(a)(1)(I)	Press Release issued on July 30, 2007.*
(a)(1)(J)	Press Release issued on August 27, 2007
(b)(1)	Debt Commitment Letter, dated July 9, 2007, from ICICI Bank to Megasoft Limited (“Parent”).*
(d)(1)	Agreement and Plan of Merger, dated as of July 11, 2007, among Parent, Tea Party Acquisition Corp. (“Purchaser”) and Boston Communications Group, Inc. (the “Company”) (incorporated by reference to Exhibit 2.1 to the Current Report on 8-K filed by the Company with the SEC on July 11, 2007).
(d)(2)	Tender and Support Agreement, dated as of July 11, 2007, among Parent, Purchaser and each of Paul J. Tobin, Joseph P. Mullaney and Ersin Galioglu.*
(d)(3)	Letter Agreement regarding exclusivity (the “Exclusivity Agreement”), dated May 1, 2007, between Parent and the Company.*
(d)(4)	Amendment to Exclusivity Agreement, dated June 21, 2007, between Parent and the Company.*
(d)(5)	Amendment to Exclusivity Agreement, dated July 6, 2007, between Parent and the Company.*
(d)(6)	Non-Disclosure Agreement, dated November 22, 2005, between the Company and Xius.*

(d)(7)	Complaint filed in the Superior Court for Middlesex County in the Commonwealth of Massachusetts captioned Alex Tarlamis vs. Boston Communications Group, Inc. et al., Case No. 07-2665, filed on July 12, 2007.*
(d)(8)	Complaint filed in the Middlesex County Court in the Commonwealth of Massachusetts captioned Daniel Bates vs. Boston Communications Group, Inc. et al., Case No. 07-2666, filed on July 12, 2007.*

* Previously filed with the Statement on July 30, 2007.

EX-99.(A)(1)(J)

Exhibit (a)(1)(J)

Press Release August 27, 2007

Megasoft extends cash tender offer for Boston Communications Group to August 29, 2007

BEDFORD, Mass. & HYDERABAD, India, August 27, 2007—Megasoft Limited (BSE Code No.: 532408) today announced that its direct wholly-owned subsidiary, Tea Party Acquisition Corp., has extended its previously announced tender offer for all outstanding shares of Boston Communications Group, Inc. (NASDAQ:BCGI) at a price of $3.60 per share, net to the seller in cash, without interest, to 6:00 p.m., New York City time, on Wednesday, August 29, 2007, unless the tender offer is further extended. The tender offer was previously set to expire at 12:00 midnight, New York City time, on Friday, August 24, 2007.

The depositary for the tender offer has advised Megasoft Limited that approximately 13,960,647 shares had been validly tendered and not withdrawn in the tender offer as of August 24, 2007, representing approximately 78% of Boston Communications Group, Inc.’s outstanding shares. The depositary also received Notices of Guaranteed Delivery with respect to an additional 1,904,432 shares, which, together with the foregoing, represent (if such shares are delivered pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase), approximately 88% of Boston Communications Group, Inc.’s outstanding shares.

Established in 1994, Megasoft is a transnational intellectual property-driven, product-based technology company that focuses its expertise on the telecom sector. The company provides telecom services throughout the globe under its XIUS brand name. Listed in the Bombay Stock Exchange in India, the company has strong product engineering and product development capacities with CMM Level 5 certification and has operations in the U.S., UK, Singapore, Malaysia and Germany, and in Hyderabad and Chennai in India. Additional information about Megasoft is available at www.megasoft.com and www.xius.com.

About BCGI

BCGI delivers innovative products and services that enable mobile operators and MVNOs worldwide to differentiate their offerings and increase market penetration while reducing costs. Founded in 1988, BCGI is a leader in identifying and addressing new market needs with proven solutions, including prepaid and postpaid billing, payments and access management. For more information, visit www.bcgi.net.

Forward-looking statements

This press release contains forward-looking statements that involve risks and uncertainties, including statements regarding the expected timetable for completion of the transactions described above, the perceived benefits to BCGI shareholders and customers, management plans relating to the transactions, the parties’ ability to complete the transactions, and the

anticipated impact of the transactions on the parties, including Megasoft’s future operating results. Such statements are based on BCGI and Megasoft’s current expectations and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Important factors that would cause actual results to differ materially from those indicated by such forward-looking statements include, for example, the ability and willingness of BCGI and Megasoft to satisfy or waive the conditions to the tender offer and merger, the accuracy of pre-transaction valuations of BCGI, the ability to successfully integrate personnel and operations in the surviving corporation and the possibility that competing offers may be made for BCGI. Megasoft and BCGI undertake no obligation to update any of the forward-looking statements after the date of this press release.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities. The tender offer is being made pursuant to a Tender Offer Statement on Schedule TO (including the Offer to Purchase, the related Letter of Transmittal and other tender offer materials) filed by Megasoft and Tea Party Acquisition Corp. with the SEC on July 30, 2007. In addition, BCGI filed on July 30, 2007 a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to the tender offer. The Tender Offer Statement (and related materials) and the Solicitation/Recommendation Statement contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials may be obtained at no charge upon request to MacKenzie Partners, Inc., the information agent for the tender offer, at 105 Madison Avenue, New York, New York 10016, or by calling toll free at (800) 322-2885 or collect at (212) 929-5500. In addition, all of those materials (and all other offer documents filed with the SEC) are available at no charge on the SEC’s website at www.sec.gov.

FOR FURTHER INFORMATION, PLEASE CONTACT

Megasoft

Michael Powell

Phone: +1 571 426 8997

E-mail: Mike.powell@xius.com

Megasoft Investor Relations

Phone: +91-44-24616768

E-mail: investors@megasoft.com

BCGI

Patricia Travaline

Phone: + 781 904 5153

ptravaline@bcgi.net

Investor Relations

Phone: + 1 781 904 5153

E-mail: investor_relations@bcgi.net

MacKenzie Partners

Lawrence E. Dennedy

Phone: + 1 212 929 5239

Email: ldennedy@mackenziepartners.com

Simon P. Coope

Phone: + 1 212 929 5085

Email: scoope@mackenziepartners.com