**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**







**FORM
      10-KSB**







þ
            
            **Annual
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934.****For
              the fiscal year ended March 31,
              2007**




o
            
            **Transition
                report under Section 13 or 15(d) of the Exchange
                Act.**




**Commission
      file number000-1326205**




**INDIA
      GLOBALIZATION CAPITAL, INC.**


(Name
      of
      small business issuer in its charter)




**Maryland**
              **(State
                or other jurisdiction of incorporation****or
                organization)**
            
            **20-2760393**
              **(I.R.S.
                Employer Identification
                No.)**




**4336
      Montgomery Ave. Bethesda, Maryland 20814**


(Address
      of principal executive offices)




**(301) 983-0998**


(Issuer’s
      telephone number)


Securities
      registered under Section 12(b) of the Exchange Act:




**Title
                of Each Class**
            
            **Name
                of exchange on which registered**Units,
                each consisting of one share of Common Stock
            
            American
                Stock Exchangeand
                two WarrantsCommon
                Stock
            
            American
                Stock ExchangeCommon
                Stock Purchase Warrants
            
            American
                Stock Exchange




Securities
      registered under Section 12(g) of the Exchange Act:
**None.**




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. o
      Yes          þ No




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act. o
      Yes          þ No




Check
      whether the issuer: (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the past 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.           þ
      Yes             
o No




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. þ





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




Large
      Accelerated Filer o   
Accelerated Filer
o   
      Non-Accelerated Filer þ





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


State
      issuer’s revenues for its most recent fiscal year.
**None.**




The
      aggregate market value of the voting and non-voting common stock held by
      non-affiliates of the Company, computed by reference to the closing price of
      such stock as of June 1, 2007 was $62,626,930. For purposes of the
      computation we consider all directors and holders of 10 percent or more of
      our common stock to be affiliates. Therefore, the number of shares of our common
      stock held by non-affiliates as of  June 1, 2007 was 11,304,500
      shares. The
      number of shares of Common Stock outstanding on June 1, 2007 was 13,974,500
      shares.




Transitional
      Small Business Disclosure Format (check one) Yes o No þ




Documents
      incorporated by reference: 8K filed on February 12, 2007 and 8K filed on May
      2,
      2007. Portions of the registrant’s definitive proxy statement for fiscal year
      ended March 31, 2007 to be issued in conjunction with the registrant’s annual
      meeting of shareholders expected to be held on or about July 31, 2007 are
      incorporated by reference in Part III of this Form 10-KSB. The definitive proxy
      statement will be filed by the registrant with the SEC not later than 120 days
      from the end of the registrant’s fiscal year ended March 31, 2007.




Transitional
      Small Business Disclosure Format (Check one): Yes o No þ











i
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          of Contents




**INDEX**




**Page****PART
                  I**1**Item
              1.**
            **Description of
                Business**
            10**Item
              2.**
            **Description
                of Property**
            10**Item
              3.**
            **Legal
                Proceedings**
            10**Item
              4.**
            **Submission of
                Matters to Vote of Security
                Holders****PART
                II****Item
              5.**
            **Market
                for Membership Units and Related Member
                Matters**
            11**Item
              6.**
            **Management's
                Discussion and Analysis or Plan of
                Operation**
            12**Item
              7.**
            **Financial
                Statements**
            15**Item
              8.**
            **Changes
                in and Disagreements with Accountants on
                Accounting and Financial Disclosure**
            15**Item
              8A.**
            **Controls
                and
                Procedures**
            15**Item
              8B.**
            **Other
                Information**
            16**PART
                III****Item
              9.**
            **Directors
                and Executive Officers of the
                Company**
            17**Item
              10.**
            **Executive
                Compensation**
            17**Item
              11.**
            **Security
                Ownership of Certain Beneficial Owners and
                Management and Related Stockholder
                Matters**
            17**Item
              12.**
            **Certain
                Relationships and Related Transactions, and
                Director Independence**
            17**Item
              13.**
            **Exhibits**
            18**Signatures**
            19CertificationCertificationSection
                1350 CertificationSection
                1350 Certification








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          of Contents




**PART
      I**


**Item 1.
        Description of Business**




We
      were
      organized as a Maryland corporation on April 29, 2005. We are a blank check
      company formed the purpose of acquiring one or more businesses with operations
      primarily in India through a merger, capital stock exchange, asset acquisition
      or other similar business combination or acquisition. To date, our efforts
      have
      been limited to organizational activities, negotiating with prospective
      companies and conducting due diligence on potential business combination
      candidates. We are currently considered a shell company, and we will remain
      a
      shell company until we engage in a business combination.





**Our
      Initial Public Offering**




On
        March 8, 2006, we sold 11,304,500 units in our initial public offering.
        These 11,304,500 units include 9,830,000 units sold to the public and the
        over-allotment option of 1,474,500 units exercised by the underwriters of
        the
        public offering. Each unit consisted of one share of the company’s common stock,
        $.0001 par value, and two redeemable common stock purchase warrants. Each
        warrant entitles the holder to purchase one share of common stock at an exercise
        price of $5.00 commencing the later of the completion of a business combination
        or March 2, 2007 (one year from the effective date of the public offering),
        and expiring March 2, 2011 (five years from the effective date of the
        public offering). We have a right to call the warrants, provided the common
        stock has traded at a closing price of at least $8.50 per share for any 20
        trading days within a 30 trading day period ending on the third business
        day
        prior to the date on which notice of redemption is given. If we call the
        warrants, the holder will either have to redeem the warrants by purchasing
        the
        common stock from us for $5.00 or the warrants will expire. On March 31,
        2007, 24,874,000 shares of common stock were reserved for issuance upon exercise
        of redeemable warrants and underwriters’ purchase option.





In
      connection
      with the offering, the company paid the underwriters of the public offering
      an
      underwriting discount of approximately 5% of the gross proceeds of the public
      offering ($3,391,350). In addition, a non-accountable expense allowance of
      3% of
      the gross proceeds of the public offering, excluding the over-allotment option,
      is due to the underwriters, who have agreed to deposit the non-accountable
      expense allowance ($1,769,400) into the trust fund until the earlier of the
      completion of a business combination or the liquidation of the trust fund.
      The
      underwriters have further agreed to forfeit any rights to or claims against
      such
      proceeds unless we successfully complete a business combination.





The
      warrants
      separated from the units and began to trade separately on the American Stock
      Exchange on April 13, 2006. After separation, each warrant entitles the
      holder to purchase one share of common stock at an exercise price of $5.00
      commencing on the later of March 2, 2007 (one year from the effective date
      of the public offering), or the earlier of the completion of a business
      combination with a target business or the distribution of the trust fund; or
      expiring March 2, 2011 (five years from the date of the public offering).
      We have a right to call the warrants, provided the common stock has traded
      at a
      closing price of at least $8.50 per share for any 20 trading days within a
      30
      trading day period ending on the third business day prior to the date on which
      notice of redemption is given. If we call the warrants, the holder will either
      have to redeem the warrants by purchasing the common stock from us for $5.00
      or
      the warrants will expire.





In
      connection
      with the offering, the company issued an option for $100 to the underwriter
      to
      purchase 500,000 units at an exercise price of $7.50 per unit, exercisable
      on
      the later of March 2, 2007 or the consummation of a business combination.
      We have accounted for the fair value of the option, inclusive of the receipt
      of
      the $100 cash payment, as an expense of the public offering resulting in a
      charge directly to stockholders’ equity. We estimated, using the Black-Scholes
      method, that the fair value of the option granted to the underwriters as of
      the
      date of grant was approximately $756,200 using the following assumptions:
      (1) expected volatility of 30.1%; (2) risk-free interest rate of 3.9%; and
      (3) expected life of five years. The estimated volatility was based on a
      basket of Indian companies that trade in the United States or the United
      Kingdom. The option may be exercised for cash or on a “cashless” basis, at the
      holder’s option, such that the holder may use the appreciated value of the
      option (the difference between the exercise prices of the option and the
      underlying warrants and the market price of the units and underlying securities)
      to exercise the option without the payment of any cash. The warrants underlying
      such units are exercisable at $6.25 per share.




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The
      net proceeds of
      this offering and the private placement, approximately $62,815,000, were placed
      in a trust account at SunTrust Bank maintained by Continental Stock Transfer
      & Trust Company, acting as trustee. Additionally, $1,769,400 of the proceeds
      attributable to the underwriters’ non-accountable expense allowance was
      deposited in the trust account. The proceeds will not be released from the
      trust
      account until the earlier of the completion of a business combination or our
      liquidation. The proceeds held in the trust account may be used as consideration
      to pay the sellers of a target business with which we ultimately complete a
      business combination. We may not use all of the proceeds in the trust in
      connection with a business combination, either because the consideration for
      the
      business combination is less than the proceeds in trust or because we financed
      a
      portion of the consideration with our capital stock or debt securities. Any
      amounts not paid as consideration to the sellers of the target business may
      be
      used to finance operations of the target businesses, other than amounts held
      in
      trust or paid to Ferris, Baker Watts, Inc. for its services as representative
      of
      the underwriters as financial advisor (including the $1,500,000 maximum
      financial advisory fee), amounts paid for finders’ or professional fees or
      amounts paid for any fees or costs incurred in connection with any debt or
      equity financing made in connection with the business combination. The company
      does not currently have any agreement with any party with respect to the payment
      of finders’ or professional fees. If we agree to pay such fees in the future,
      such fees shall be negotiated on an arms-length basis.





The
      proceeds
      held in the trust account that are not immediately required for the purposes
      will be invested only in United States “government securities,” defined as any
      Treasury Bill issued by the United States. We will allocate $2,150,000 of the
      interest paid on the trust proceeds for working capital purposes. A public
      stockholder will be entitled to receive funds from the trust account (including
      his, her or its portion of any interest earned on the trust account in excess
      of
      an aggregate of $2,150,000 allocated for working capital purposes) only in
      the
      event of our liquidation upon our failure to complete a business combination
      or
      if that public stockholder were to seek to convert such shares into cash in
      connection with a business combination which the public stockholder voted
      against and which we actually consummate. In no other circumstances will a
      public stockholder have any right or interest of any kind to or in the trust
      account. Upon the consummation of a business combination, the underwriters
      will
      be entitled to receive that portion of the proceeds attributable to the
      underwriters’ discount and non-accountable expense allowance held in trust and
      any accrued interest thereon. In the event that we are unable to consummate
      a
      business combination and the trustee is forced to liquidate the trust account,
      the underwriters have agreed to the following: (i) forfeit any rights or
      claims to such proceeds and any accrued interest thereon; and (ii) that the
      proceeds attributable to the underwriters’ discount and non-accountable expense
      allowance will be distributed on a pro-rata basis among the public shareholders
      along with any accrued interest thereon.





**Determinate
      Factors for Acquisition Opportunities**





We
      have
      focused on finding acquisition opportunities with operations in India. We
      believe that India presents fairly unique opportunities to acquire target
      businesses because it has become one of the world’s largest democracies, and in
      recent years, has undergone significant deregulation of certain sectors of
      its
      economy. According to the 2007 World Factbook published by the U.S. Central
      Intelligence Agency and the 2007 online version of the same, India’s economy is
      the fourth largest in the world just behind Japan and ahead of Germany, in
      terms
      of gross domestic product (GDP), the total value of goods and services produced
      in India, as measured by purchasing power parity (PPP).  PPP is the
      relative value of a nation’s currency based on what the currency can buy in the
      country of origin. The Indian economy is also currently transitioning from
      traditional farming and handicrafts to modern agriculture, modernized industries
      and services. Some basic facts relating to India as set forth in the World
      Factbook are:





**•**
            
            India
                is the world’s third most populous country (2006 estimate). India’s
                population is approximately 1.1 billion (July 2007, estimate), with a
                total labor force of approximately 509.3 million (2006
                estimate).**•**
            
            Inflation
                is approximately 5.3% (2006 estimate).**•**
            
            India’s
                exports are approximately $112 billion on a free on board basis (2006
                estimate).**•**
            
            India’s
                top six export partners as of 2005 are the following:1)
            
            United
                States (approximately 16.7%);2)
            
            United
                Arab Emirates (approximately 8.5%);3)
            
            China
                (approximately 6.6%);4)
            
            Singapore
                (approximately 5.3%); and5)
            
            United
                Kingdom (approximately 4.9%).





**•**
            
            India’s
                reserves of foreign exchange and gold are approximately $165 billion
                (2006 estimate).**•**
            
            The
                Indian currency is the rupee. Over the past three years on average
                US
                $1.00 was equivalent to
                approximately:





1)
            
            45.3
                Indian rupees in 2006;2)
            
            44.101
                Indian rupees in 2005; and3)
            
            45.317
                Indian rupees in 2004.







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We
      believe that there is an opportunity to buy a business in India at an attractive
      value, which may lead to exceptional potential growth opportunity. There are
      two
      significant macroeconomic factors that we believe drive this
      opportunity:





*Rapidly
      Growing Economy:*India has posted a growth rate of more than 7% since 1994
      and, according to the World Factbook, has become the fourth largest economy
      in
      the world behind Japan in terms of PPP. However, the Japanese economy with
      a GDP
      of approximately $4.22 trillion is growing at a rate of approximately 2.8%
      compared to the Indian economy which is growing at a rate of approximately
      8.5%
      and has a GDP of approximately $4.04 trillion (2006).  Below is a
      table illustrating GDP, as measured in terms of PPP, and the percentage growth
      rates of the top eight economies.





**GDP
                as measured in****terms
                of PPP**
            
            **Percentage
                growth rate****Nation**
            
            **(2006
                estimate)**
            
            **(2006
                estimate)**United
                States
            
            $12.98
                trillion
            
            3.4China
            
            $10.0
                trillion
            
            10.5Japan
            
            $4.22
                trillion
            
            2.8India
            
            $4.04
                trillion
            
            8.5Germany
            
            $2.58
                trillion
            
            2.2United
                Kingdom
            
            $1.903
                trillion
            
            2.7France
            
            $1.871
                trillion
            
            2.0Italy
            
            $1.727
                trillion
            
            1.6


Source:
      World Factbook published by the United States Central Intelligence Agency in
      2007.





*A
      Commitment
      to Stability and Economic Reforms:*According to Mega Ace Consultancy, an
      India-based think tank studying the Indian economy, since mid-1991, the Indian
      government has committed itself to implementing an economic structural reform
      program with the objective of liberalizing India’s exchange and trade policies,
      reducing the fisal deficit, controlling inflation, promoting a sound monetary
      policy, reforming the financial sector, and placing greater reliance on market
      mechanisms to direct economic activity. Mega Ace’s principals include a former
      economic advisor to the Central Bank — Reserve Bank of India and a former CEO of
      the Bombay Stock Exchange. Mega Ace’s projects include serving as chief
      consultant to an agency looking to promote investment in France among Indian
      investors and serving as a south-Asian consultant to a project devoted to
      forming links between small and medium sized enterprises in the United Kingdom
      and Europe with companies based in South Asia. According to Mega Ace
      Consultancy, a significant component of the program is the promotion of foreign
      investment in key areas of the economy and the further development of, and
      the
      relaxation of restrictions in, the private sector. As a result, we believe
      the
      regulatory environment has become more favorable. We further believe that India
      has seen, and will continue to see, the benefits from the deregulation of its
      economy. There are a number of industry sectors that have been deregulated,
      whereby foreign investors may own and control Indian companies and profits
      may
      be reinvested in India or repatriated to the U.S. or to other foreign countries.
      However, there are industry sectors that have not been deregulated which could
      impact our ability to engage in a business combination.





**Identification
      of Industry Sectors**





While
      we are
      not limited to the sectors outlined below, we believe that there are two broad
      areas:  infrastructure and business process outsourcing and
      information technology, which are illustrative of the opportunities that we
      may
      consider. We believe that some industry sectors are fragmented and present
      a
      greater opportunity for a capitalized entity to consolidate a number of the
      best
      middle-tier companies in India. Our strategy in each of these sectors (as well
      as others we may consider) is to identify potential “market sector leaders”
which we think will grow at a substantially faster rate than the overall
      economy.





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The
      two
      broad illustrative areas are as follows:


*Infrastructure:*We believe that because of India’s rapid economic growth there is a
      substantial demand for ongoing infrastructure improvements like roads and power
      to foster continued growth. We also believe that the rapid economic growth
      has
      created a growing middle class that has developed increasing buying power.
      As a
      result of these factors, we believe there has been an increased growth
      opportunity for companies that develop and build infrastructure.  Some
      middle-tier infrastructure acquisition opportunities would include, among
      others, companies that build business complexes, residential housing and
      shopping complexes. We would also consider transportation companies, logistics
      companies or financial services companies operating within India as prospective
      middle-tier infrastructure acquisition target businesses. As set out in our
      8K
      filings we have entered into definitive agreements with MBL, a road maintenance
      and road building company and with CWEL for the purchase of a wind energy
      farm.  We are in the process of conducting due diligence and upon the
      satisfactory completion of the due diligence we expect to file a Schedule 14
      A
      proxy statement with the SEC.





*Business
      Process Outsourcing and Information Technology:*Business process
      outsourcing (“BPO”) typically refers to the act of transferring business
      processes to an outside provider in order to achieve cost savings while
      improving service quality. BPO extends beyond typical information technology
      outsourcing. A BPO service provider may take on a specific corporate function
      such as customer service, or more complex and knowledge-based functions, such
      as
      human resources, accounting and finance, research and development, and
      monitoring of networks. A BPO service provider may also assume the
      responsibility for re-engineering and introducing best practices into processes
      that are outsourced. In this way, BPO is fast emerging as not just a cost-saving
      mechanism, but a powerful strategic management tool in achieving business
      objectives. We believe that India has a well-educated, English-speaking middle
      class and a low wage base that will allow the BPO and information technology
      businesses to continue to grow. Within the BPO and information technology
      sector, we believe there are several compelling industries to explore,
      including, but not limited to:





**•**
            
            Knowledge-based
                and Other Back Office Outsourcing: As labor costs for information
                technology and similar professionals soar in the U.S. and technology
                facilitates communication between persons in disparate parts of the
                world,
                we believe that the benefits of outsourcing knowledge-based and back
                office functions to countries such as India will be increasingly
                utilized
                by businesses all over the world. We may consider sectors, such as
                software development, research and development, information technology,
                telecommunications outsourcing, financial services, and customer
                care.**•**
            
            Pharmaceutical
                and Health Services: As healthcare costs soar in the U.S., we believe
                that
                the benefits of outsourcing medical services, drug manufacturing
                or
                medical transcription to countries such as India, will be increasingly
                utilized in the healthcare industry and by consumers all over the
                world.
                For example, medical transcription (where medical dictation is converted
                by workers in India into print) is an area that has taken advantage
                of the
                lower labor rates in India and other countries. Other areas that
                are
                expected to benefit from outsourcing are generic drug manufacturing,
                drug
                trial testing, and telemedicine. For example, we may consider buying
                a
                middle-tier generic drug manufacturer with a U.S. Federal Drug
                Administration approved manufacturing plant and combining it with
                a
                distributor in the U.S. to create a vertical generic drug manufacturing
                and distribution company.





While
      we may,
      and, as described below, intend to seek to consummate a business combination
      with more than one target business, our underwriting agreement with Ferris,
      Baker Watts, Inc. in our initial public offering requires our initial business
      acquisition to be with one or more operating businesses whose fair market value,
      collectively, is at least equal to 80% of our net assets at the time of such
      acquisition. Consequently, if we cannot identify and acquire multiple operating
      businesses at the same time, we will need to identify and acquire a larger
      single operating business or a small number of similarly focused operating
      businesses.





**Engaging
      in a Business Combination**





***General***





To
      date, we
      have entered into two agreements as outlined in 8Ks filed on February 12, 2007
      and on May 2, 2007.  As set out in the referenced 8Ks we have
      identified the road building sector and the alternative energy sector as areas
      offering our investors arbitrage to public markets, high growth and potential
      IPOs in the Indian market.  Currently, we are conducting due diligence
      and US GAAP audits on our target.  We expect to file a proxy statement
      to solicit stockholder consent to the proposed acquisitions as soon as the
      audits are completed.





We
      intend to
      use cash derived from the proceeds of our public offering, our capital stock,
      debt or a combination of these to consummate a business combination involving
      one or more operating businesses in India, in an unspecified industry. Although
      substantially all of the net proceeds of the public offering are intended to
      be
      applied toward effecting a business combination as described in the initial
      public offering prospectus, the proceeds are not otherwise designated for any
      more specific purposes.





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***Sources
      of target businesses***





We
      have
      relied on and continue to rely on finding candidates through three possible
      sources: (1) the professional community, including, without limitation,
      investment bankers, attorneys and accountants; (2) quasi-governmental
      associations such as the International Finance Corporation, which is a member
      of
      the World Bank; and (3) the industries subject to deregulation by the
      Indian government.  In addition, we have located acquisition
      candidates through other unaffiliated sources, including private equity and
      venture capital funds and public and private companies.  Our officers,
      directors and special advisors and their affiliates have also brought
      acquisition candidates to our attention.  In addition to contacting
      the sources described above for potential acquisition candidates, we have been
      contacted by unsolicited parties who become aware of our interest in prospective
      targets through press releases, word of mouth, media coverage and our
      website.  We have offered to pay a one-time finder’s fee of .25%, of
      the value of our investment to any unaffiliated party that makes an
      introduction, or provides information about prospective targets to
      us.  All such fees have been conditioned on our consummating a
      business combination with the identified target. In this regard, in
      connection with our proposed acquisition of a majority interest in MBL
      Infrastructures Limited, an unaffiliated third party has claimed that it is
      entitled to a finder's fee of approximately five percent of the purchase price
      (or, $1.75 million) for the acquisition if the acquisition is consummated.
      While
      we do not admit that the unaffiliated third party is a finder that is entitled
      to payment, we have expressed a willingness to pay our customary finder's fee
      of
      0.25%. The parties are attempting to reach agreement on the amount of the fee
      to
      be paid if the acquisition is consummated.






We
      have
      entered into a financial advisory agreement with Ferris, Baker Watts, Inc.,
      the
      representative of the underwriters in our public offering, and SG Americas
      Securities, LLC, one of the participating underwriters in the public offering,
      whereby Ferris, Baker Watts, Inc. and SG Americas Securities, LLC will serve
      as
      our financial advisors in connection with a business combination for a period
      of
      two years from the effective date of the public offering, March 2, 2006.
      Ferris, Baker Watts, Inc. and SG Americas Securities, LLC will perform certain
      advisory services for us, including without limitation, assisting us in
      determining an appropriate acquisition strategy and tactics, evaluating the
      consideration that may be offered to a target business, assisting us in the
      negotiation of the financial terms and conditions of a business combination
      and
      preparing a due diligence package regarding a business combination for our
      board
      of directors. The due diligence services that have been provided, and continue
      to be provided, by Ferris, Baker Watts, Inc. and SG Americas Securities, LLC
      consist of gathering, preparing and organizing information to be considered
      by
      our board of directors, among other things.  Pursuant to the terms of
      this agreement, Ferris, Baker Watts, Inc., will be entitled to receive two
      percent of the consideration associated with any business combination by us,
      a
      portion of which shall be allocated to SG Americas Securities, LLC pursuant
      to a
      separate agreement between the parties. The fee will be capped at $1,500,000
      and
      will be paid out of the trust proceeds only upon consummation of a suitable
      business combination. In addition to the foregoing fee, we have agreed to
      reimburse Ferris, Baker Watts, Inc. and SG Americas Securities, LLC, for all
      of
      the reasonable out-of-pocket expenses incurred by it, whether or not a business
      combination is consummated; provided, however, that such expenses in the
      aggregate will not exceed $25,000 without our prior consent.





Other
        than
        our advisory agreement with Ferris, Baker Watts, Inc. and SG Americas
        Securities, LLC, we have also engaged the services of several professional
        firms
        that specialize in due diligence, USGAAP audits, legal audits, and other
        services that could help us in determining valuation and other
        criteria.  In addition on or around November 27, 2006, we engaged the
        firm of SJS Associates, which provides the services of Mr. John Selvaraj
        an
        individual with extensive experience in US GAAP, Indian GAAP and SEC
        reporting.  Mr. Selvaraj was also appointed as our Treasurer on
        November 27, 2006, following the resignation of Mr. Cherin. SJS Associates
        is a
        company held by Mr. Selvaraj.   Following a search for legal
        firms in India that had U.S. and Indian trained attorneys that could represent
        us, the Board appointed Economic Laws Practice (ELP), a legal firm located
        in
        India, with six partners and over fifty professionals.  Mr. Suhail
        Nathani, one of our board directors, is a Partner with ELP.
 
 We
        have
        not and do not anticipate paying any of our existing officers, directors,
        founding stockholders or any entity with which they are affiliated, any finder’s
        fee or similar  compensation for services rendered to us prior to or
        in connection with the consummation of a business combination.
 
 We
        have
        agreed to pay Integrated Global Networks, LLC, an affiliate of Mr. Mukunda,
        a monthly fee of $4,000 for general and administrative services including
        office
        space, utilities and secretarial support. Mr. Mukunda is the Chief
        Executive Officer of Integrated Global Networks, LLC and is our Chief Executive
        Officer and President.  We have agreed to pay SJS Associates $5,000 a
        month for Mr. Selvaraj’s services and we have agreed to pay ELP for their
        services with respect to legal work done in connection with potential
        targets.


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





Mr. Mukunda,
      as
      our Chief Executive Officer and President, has and will continue to supervise
      the process of evaluating prospective target businesses, and he now devotes
      substantially all of his time to our business now that we have signed a term
      sheet with a target business.   Mr. Mukunda is being
      assisted in his efforts by officers and advisors of the Company, together with
      the Company’s outside attorneys and other representatives. As described above,
      under their advisory agreement with us, Ferris, Baker Watts, Inc. and SG
      Americas Securities, LLC are also assisting in this process.





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In
      evaluating prospective target businesses, our management is considering, among
      other factors, the following:





**•**
            
            financial
                condition, results of operation and repatriation
                regulations;**•**
            
            growth
                potential both in India and growth potential outside of
                India;**•**
            
            capital
                requirements;**•**
            
            experience
                and skill of management and availability of additional
                personnel;**•**
            
            competitive
                position;**•**
            
            barriers
                to entry into the businesses’ industries;**•**
            
            potential
                for compliance with generally accepted accounting principles (GAAP),
                SEC
                regulations, Sarbanes-Oxley requirements and capital
                requirements;**•**
            
            domestic
                and global competitive position and potential to compete in the U.S.
                and
                other markets;**•**
            
            position
                within a sector and barriers to entry;**•**
            
            stage
                of development of the products, processes or services;**•**
            
            degree
                of current or potential market acceptance of the products, processes
                or
                services;**•**
            
            proprietary
                features and degree of intellectual property or other protection
                of the
                products, processes or services;**•**
            
            regulatory
                environment of the industry and the Indian government’s policy towards the
                sector; and**•**
            
            costs
                associated with effecting the business
                combination.





The
      above
      criteria are not intended to be exhaustive. Any evaluation relating to the
      merits of a particular business combination with one or more operating
      businesses will be based, to the extent relevant, on the above factors as well
      as other considerations deemed relevant by our management in carrying out a
      business combination consistent with our business objective. In evaluating
      prospective target businesses, we are conducting extensive due diligence review
      that encompasses, among other things, meetings with incumbent management and
      inspection of facilities, as well as review of financial and other information
      that are being made available to us.





We
      will
      attempt to structure a business combination to achieve the most favorable tax
      treatment to the target businesses, their stockholders, as well as our own
      stockholders and us. However, the Internal Revenue Service or appropriate state
      tax or foreign tax authority may not agree with our tax treatment of the
      business combination.





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***Fair
      market value of target businesses***


Pursuant
          to
          the underwriting agreement in our initial public offering with Ferris,
          Baker
          Watts, Inc., the initial target businesses that we acquire must have a
          fair
          market value equal to at least 80% of our net assets (excluding any fees
          and
          expenses held in the trust account for the benefit of Ferris, Baker Watts,
          Inc.)
          at the time of such acquisition. To the extent that we propose to acquire
          less than all of a business, as is the case with our two proposed acquisitions,
          the portions of the business that we acquire must satisfy the test described
          in
          the preceding sentence. The fair market value of such businesses will be
          determined by our board of directors based upon standards generally accepted
          by
          the financial community, such as actual and potential sales, earnings and
          cash
          flow and book value, and the value of the portion of the business we acquire
          will be determined by multiplying the fair market value of the target business
          as determined by our board of directors by the percentage of the company
          we will
          own upon consummation of the acquisition. If our board is not able to
          independently determine that the target businesses have a sufficient fair
          market
          value or if a conflict of interest exists with respect to such determination,
          including, but not limited to the fact that the target is affiliated with
          one or
          more of our officers or directors or with Ferris, Baker Watts Incorporated
          or SG
          Americas Securities, LLC and their respective affiliates, we will obtain
          an
          opinion from an unaffiliated, independent investment banking firm which
          is a
          member of the NASD with respect to the satisfaction of such criteria. However,
          we will not be required to obtain an opinion from an investment banking
          firm as
          to the fair market value if our board of directors independently determines
          that
          the target businesses have sufficient fair market value or if no such conflict
          exists.


***Audited
      Financial Statements***





We
      do not
      anticipate acquiring a target business if audited financial statements based
      on
      United States generally accepted accounting principles cannot be obtained for
      the target business. Additionally, our management expects to provide
      stockholders with audited financial statements, prepared in accordance with
      generally accepted accounting principles, of the prospective businesses as
      part
      of the proxy solicitation materials sent to stockholders to assist them in
      assessing a business combination.





***Possible
      lack of business diversification***





The
      net
      proceeds from the public offering and the private placement provided us with
      approximately $62,815,000 (subject to reduction resulting from shareholders
      electing to convert their shares into cash), which we may use to complete a
      business combination. While we are seeking to engage in a business combination
      with more than one target business, our initial business acquisition must be
      with one or more operating businesses whose fair market value, collectively,
      is
      at least equal to 80% of our net assets (excluding any fees and expenses held
      in
      the trust account for the benefit of Ferris, Baker Watts, Inc.) at the time
      of
      such acquisition. While investing in two target businesses will provide us
      with
      exposure to different industries, it will still result in only limited
      diversification of our investments. The resulting lack of diversification
      may:





**•**            result
      in our dependency upon the performance of a small number of operating
      businesses;




**•**           result
      in our dependency upon the development or market acceptance of a limited number
      of products, processes or services; and




**•**           subject
      us to numerous economic, competitive and regulatory developments, any or all
      of
      which may have a substantial adverse impact upon the particular industry or
      industries in which we may operate subsequent to a business
      combination.





In
      such case,
      we may not be able to diversify our operations or benefit from the spreading
      of
      risks or offsetting of losses, unlike other entities that may have the resources
      to complete several business combinations in different industries or different
      areas of a single industry so as to diversify risks and offset
      losses.   Further, the prospects for our success may be entirely
      dependent upon the future performance of the initial target business or
      businesses we acquire.





In
      addition,
      because our business combination is expected to entail the acquisition of two
      businesses at the same time and are with different sellers, we may need to
      convince such sellers to agree that the purchase of their businesses is
      contingent upon the simultaneous closings of the other
      acquisitions.





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***Limited ability to evaluate the target business’
management***





We
        expect to
        closely scrutinize the management of prospective target businesses when
        evaluating the desirability of effecting a business combination. However,
        our
        assessment of the target business’ management may not be correct. In addition,
        future management may not have the necessary skills, qualifications or abilities
        to manage a public company intending to embark on a program of business
        development. It is possible that one or more of our officers, directors and
        special advisors will remain associated with us in some capacity following
        a
        business combination; it is also likely that some of them will devote their
        full
        efforts to our affairs subsequent to a business combination. Prior to or
        following a business combination, we may seek to recruit additional managers
        to
        supplement the incumbent management of the target
        businesses.


***Opportunity for stockholder approval of business
      combination***





Prior
      to the
      completion of a business combination, we expect to submit the transaction to
      our
      stockholders for approval as required by our amended and restated articles
      of
      incorporation, even if the nature of the acquisition is such as would not
      ordinarily require stockholder approval under applicable state law. In
      connection with seeking stockholder approval of a business combination, we
      will
      furnish our stockholders with proxy solicitation materials prepared in
      accordance with the Securities Exchange Act of 1934, which will, among other
      matters, include a description of the operations of the target business and
      certain required financial information regarding the business. We may consummate
      our initial business combination if (i) it is approved by a majority of the
      shares of common stock voted by the public stockholders, and (ii) public
      stockholders owning less than 20% of the shares purchased by the public
      stockholders in the initial public offering exercise their conversion
      rights.





In
      connection
      with the vote required for our initial business combination, all of our existing
      stockholders, including all of our officers, directors, and our special
      advisors, have agreed to vote the shares of common stock owned by them in
      accordance with the majority of the shares of common stock voted by the public
      stockholders.





***Conversion rights***





At
      the time
      we seek stockholder approval of any business combination, we will offer each
      public stockholder the right to have their shares of common stock converted
      to
      cash if the stockholder votes against the business combination and the business
      combination is approved and completed. The actual per-share conversion price
      will be equal to the amount in the trust account, inclusive of any interest
      earned, net of taxes payable on the interest earned, in excess of an
      aggregate of $2,150,000 allocated for working capital purposes (interest
      calculated as of the record date for determination of stockholders entitled
      to
      vote on a proposed business combination), divided by the number of shares sold
      in the initial public offering (11,304,500 shares). Without taking into account
      any interest earned on the trust account, the initial per-share conversion
      price
      would be approximately $5.80 (or approximately $0.20 less than the per-unit
      offering price of $6.00). We will take steps to try to protect the assets held
      in trust from third party claims. However, to the extent that such claims are
      successfully made against the trust assets, they may reduce the per-share
      conversion price below approximately $5.80. An eligible stockholder may request
      conversion at any time after the mailing to our stockholders of the proxy
      statement and prior to the vote taken with respect to a proposed business
      combination at a meeting held for that purpose, but the request will not be
      granted unless the stockholder votes against the business combination and the
      business combination is approved and completed. Any request for conversion,
      once
      made, may be withdrawn at any time up to the date of the meeting. It is
      anticipated that the funds to be distributed to stockholders entitled to convert
      their shares who elect conversion will be distributed promptly after completion
      of a business combination. Public stockholders who convert their stock into
      their share of the trust account still have the right to exercise the warrants
      that they received as part of the units. We will not complete any business
      combination if public stockholders of 50% or more of the shares issued in the
      public offering vote against a proposed business combination or public
      stockholders owning an aggregate of 20% or more of the shares sold in the public
      offering exercise their conversion rights.





***Liquidation if no business combination***





Pursuant
      to
      the terms of our initial public offering, we must complete a business
      combination on or prior to September 8, 2007, or on or prior to March 8, 2008
      if
      the extension criteria described below have been satisfied. If we do not
      complete the business combination, then we will dissolve the company and
      distribute to all of our public stockholders, in proportion to their respective
      equity interests, an aggregate sum equal to the amount in the trust account,
      inclusive of any interest, plus any remaining net assets. Our founding
      stockholders have agreed to waive their respective rights to participate in
      any
      liquidation distribution occurring upon our failure to consummate a business
      combination, but only with respect to those shares of common stock acquired
      by
      them prior to the public offering and the 170,000 shares included in the units
      they have purchased in the private placement; they will participate in any
      liquidation distribution with respect to any shares of common stock acquired
      in
      connection with or following the public offering. Additionally, the underwriters
      have agreed to forfeit any rights to or claims against the proceeds held in
      the
      trust account which include their non-accountable expense allowance. There
      will
      be no distribution from the trust account with respect to our
      warrants.





If
      we were to
      spend none of the net proceeds of the initial public offering, other than the
      proceeds deposited in the trust account, and without taking into account
      interest, if any, earned on the trust account, the initial per-share liquidation
      price would be approximately $5.80 or approximately $0.20 less than the per-unit
      offering price of $6.00. The proceeds deposited in the trust account could,
      however, become subject to the claims of our creditors that could be prior
      to
      the claims of our public stockholders. Our officers and directors have agreed
      pursuant to an agreement with Ferris, Baker Watts, Inc. that, if we liquidate
      prior to the consummation of a business combination, they will be personally
      liable under certain circumstances to ensure that the proceeds of the trust
      account are not reduced by the claims of vendors or other entities that are
      owed
      money by us for services rendered or products sold to us in excess of the net
      proceeds of the public offering not held in the trust account. However, the
      officers and directors of the company may not be able to satisfy those
      obligations.





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If
      we enter into a
      letter of intent, an agreement in principle or a definitive agreement to
      complete a business combination on or prior to September 8, 2007, as we have,
      but are unable to complete the business combination on or prior to September
      8,
      2007, then we will have an extension period of six months in which to complete
      the business combination contemplated by the letter of intent, agreement in
      principle or definitive agreement. If we are unable to do so or on or prior
      to
      March 8, 2008, we will then begin the dissolution and liquidation procedures
      described above. The trustee of the trust account will immediately commence
      liquidating the investments constituting the trust account and will turn over
      the proceeds to our public stockholders.





Our
      amended
      and restated articles of incorporation prohibit the amendment of the
      above-described provisions. However, the validity of provisions prohibiting
      amendment of the articles of incorporation under Maryland law has not been
      settled. A court could conclude that the prohibition on amendment violates
      the
      stockholders’ implicit rights to amend the corporate charter. In that case, the
      above-described provisions could be subject to amendment and any such amendment
      could reduce or eliminate the protection afforded to our stockholders. However,
      we view the foregoing provisions as obligations to our stockholders, and we
      will
      not take any actions to waive or amend any of these provisions.





**Employees**





On
        November 27, 2006 John Cherin resigned as Treasurer, Chief Financial
        Officer and Director for personal reasons. The Board subsequently appointed
        Mr. John B. Selvaraj as the Treasurer of the Company.  For his
        services, Mr. Selvaraj’s company SJS Associates receives a fee of $5,000 per
        month until the consummation of a transaction.





On
      May 15,
      2007 Mr. Richard Prins, accepted the appointment as a Director on our
      Board. Mr. Prins is currently the Director of Investment Banking at Ferris,
      Baker Watts. Inc.





We
      currently
      have two executive officers, one of whom is a member of our board of directors,
      five board directors as well as five founding special advisors.  We
      also utilize the services of advisors, consultants and legal and tax
      professionals, among others, to assist in evaluating potential target industries
      and companies, among other tasks. We expect to add employees to handle the
      additional workload brought on by the MBL and CWEL transactions.





Our
      executive
      officers and part-time employees are not obligated to devote their full time
      to
      our matters and intend to devote only as much time as they deem necessary to
      our
      affairs; however, Ram Mukunda, our President and Chief Executive Officer, is
      engaged in our matters on a full time basis. John B. Selvaraj, our
      Treasurer, devotes between 10 and 15 hours a week. Dr. Ranga Krishna, the
      Chairman of our Board of Directors,  devotes an average of
      approximately ten hours per week to our business.





Other
      than
      the $4,000 monthly fee paid to Integrated Global Network, LLC for general and
      administrative services, and $5,000 monthly fee paid to SJS Associates for
      the
      services of Mr. Selvaraj, no compensation, including finder's or consulting
      fees, has been or will be paid to any of our officer,
      director,  founding special advisors, or any of their affiliates, for
      services rendered prior to or in connection with a business combination. We
      have
      made health insurance that covers international travel available to our
      employees and officers. Mr. Mukunda, our Chief Executive Officer and
      President, is the Chief Executive Officer of Integrated Global Network,
      LLC.








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**Item 2.**
            **Description
                of Property**





We
      do not
      own any real estate or other physical properties materially important to our
      operation. Our headquarters are located at 4336 Montgomery Avenue, Bethesda,
      Maryland, 20814. The cost of this space is included in the $4,000 per month
      fee
      Integrated Global Networks, LLC charges us for general and administrative
      services pursuant to our letter agreement with Integrated Global Networks,
      LLC.
      We believe that our office facilities are suitable and adequate for our business
      as it is presently conducted. Ram Mukunda is a stockholder of Integrated Global
      Networks, LLC and serves as our Chairman, Chief Executive Officer and
      President.





**Item 3.**
            **Legal
                Proceedings**





None.





**Item 4.**
            **Submission
                of Matters to a Vote of Security
                Holders**





None.




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**PART
      II**




**Item5.
      Market for Common Equity and Related Stockholder
      Matters**




The
      Company
      commenced its initial public offering on March 8, 2006. From that time
      until the end of its fiscal year, March 31, 2007, the Company offered
      ownership units for purchase. An ownership unit in the Company represents an
      ownership of both common stock and warrants to purchase common stock. On
      April 13, 2006, there was a voluntary separation of the Company’s units
      into shares of common stock and warrants to purchase common stock. The common
      stock, units and warrants trade on the American Stock Exchange under the symbols
      “IGC,” “IGC.U,” and “IGC.WS,” respectively. The following table sets forth the
      high and low sales prices of the units for the fiscal year, as reported on
      the
      American Stock Exchange.





**Fiscal
                Year Ended March 31, 2007**
            
            **High**
            
            **Low**First
                Quarter
            
            $
            6.50
            
            $
            6.35Second
                Quarter
            
            
            6.60
            
            
            6.00Third
                Quarter
            
            
            7.74
            
            
            6.22Fourth
                Quarter
            
            
            7.70
            
            
            6.85**Fiscal
                Year Ended March 31, 2006**March 31,
                2006
            
            $
            6.75
            
            $
            6.31





As
        of March
        30, 2007, there were approximately 67,000 unit holders of record, 600
        stockholders and 600
        holders of warrants. The last sale price as reported by the American Stock
        Exchange on March 30, 2007, was $6.85 for units, $ 5.84 for shares and $
        0.69
        for warrants. The Company has never paid a cash dividend on its common stock
        and
        does not anticipate the payment of cash dividends in the foreseeable
        future.


**Unregistered
      Sales of Equity Securities**





Immediately
      prior to the public offering, the Company completed a private placement to
      management of 170,000 units. Each unit issued in the private placement consisted
      of one share of common stock, $.0001 par value per share, and two warrants,
      each
      to purchase one share of common stock. The units were sold at an offering price
      of $6.00 per unit, generating aggregate gross proceeds from private placement
      of
      $1,020,000.





On
      February 5, 2007 IGC entered into a Note and Warrant Purchase Agreement
      (the “Warrant Agreement”) with Oliveira Capital, LLC (“Oliveira”) pursuant to
      which the Company sold Oliveira a Promissory Note (“Note”) in the principal
      amount of $3,000,000 and a warrant (the “Warrant”) to purchase up to 425,000
      shares of common stock of the Company (the “Warrant Shares”) at an initial
      exercise price of $5.00 per share in a private placement.





The
      Note
      bears interest at a rate of 8% per annum and is due and payable in full upon
      the
      earlier of February 5, 2008 and the date on which the Company consummates a
      business combination. The Note is secured by the debentures pursuant to a Pledge
      Agreement. The Warrant is exercisable during the period commencing on the
      consummation by the Company of a business combination and ending on
      March 8, 2012.





In
      connection
      with the above-described transaction, the Company agreed to allow Oliveira
      to
      register the resale of the Warrant Shares as part of a subsequent registration
      statement relating to securities of the Company, subject to certain specified
      exceptions.





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**Use
      of Proceeds from the Public
      Offering**





On
      May 13, 2005, we filed a registration statement on Form S-1 (Commission
      File 333-124942) with the Securities and Exchange Commission, which was declared
      effective on March 8, 2006. On March 8, 2006, the public offering of
      11,304,500 units (including exercise in full of underwriters’ over-allotment
      option) of the Company was consummated. Each unit issued in the public offering
      consisted of one share of common stock, $.0001 par value per share, and two
      warrants, each to purchase one share of common stock. The units were sold at
      an
      offering price of $6.00 per unit, generating aggregate gross proceeds from
      the
      public offering and private placement of $67,827,000.





The
      following is a breakdown of units registered and the units sold in that
      offering:





**Aggregate
                price of the**
            
            
            
            
            
            **Aggregate
                price of the****Amount
                Registered**
            
            **amount
                registered**
            
            **Amount
                Sold**
            
            **amount
                sold to date**11,304,500
                units
            
            $
            67,827,000
            
            
            11,304,500
                units
            
            $
            67,827,000





After
      deducting offering expenses of approximately $871,800 and underwriting discounts
      of approximately $5,160,750, approximately $61,794,450 of the aggregate proceeds
      from the public offering were deposited into a trust account at SunTrust Bank
      maintained by Continental Stock Transfer & Trust Company acting as trustee.
      However, of the $871,800 of offering expenses, a portion of these expenses
      were
      not paid prior to the close of fiscal year end and were subsequently placed
      in
      the trust account. These expenses were paid subsequent to the fiscal year end
      from interest on the trust account. Additionally, $1,769,400 of the proceeds
      attributable to the underwriters’ non-accountable expense allowance has been
      deposited in the trust account. The net proceeds from the 170,000 units which
      were purchased in a private placement immediately prior to the public offering
      by our officers and directors were placed in the trust account, and they have
      agreed to forfeit those funds if a business combination is not consummated.
      In
      addition, the proceeds from the loans from our founders in the aggregate amount
      of $870,000 were placed in the trust account. The loans will be repaid from
      the
      interest accrued on the amount in escrow, but will not be repaid from the
      principal in escrow. The amount placed in trust excluding the underwriter’s
      deferral was $63,845,850.




**Item 6.   Management's
      Discussion and Analysis**





**Forward-Looking
      Statements**





This
      report
      contains forward-looking statements, including, among others, (a) our
      expectations about possible business combinations, (b) our growth
      strategies, (c) our future financing plans, and (d) our anticipated
      needs for working capital. Forward-looking statements, which involve assumptions
      and describe our future plans, strategies, and expectations, are generally
      identifiable by use of the words “may,” “should,” “expect,” “anticipate,”
“approximate,” “estimate,” “believe,” “intend,” “plan,” or “project,” or the
      negative of these words or other variations on these words or comparable
      terminology. This information may involve known and unknown risks,
      uncertainties, and other factors that may cause our actual results, performance,
      or achievements to be materially different from the future results, performance,
      or achievements expressed or implied by any forward-looking statements. These
      statements may be found in this report. Actual events or results may differ
      materially from those discussed in forward-looking statements as a result of
      various factors, including, without limitation, the risks outlined under our
      “Description of Business” and matters described in this report generally. In
      light of these risks and uncertainties, the events anticipated in the
      forward-looking statements may or may not occur. These statements are based
      on
      current expectations and speak only as of the date of such statements. We
      undertake no obligation to publicly update or revise any forward-looking
      statement, whether as a result of future events, new information or
      otherwise.




The
      information contained in this report identifies important factors that could
      adversely affect actual results and performance. All forward-looking statements
      attributable to us are expressly qualified in their entirety by the foregoing
      cautionary statements.





**Plan
      of Operation**





We
      were
      formed on April 29, 2005, as a blank check company for the purpose of
      acquiring, through a merger, capital stock exchange, asset acquisition or other
      similar business combination, one or more businesses in an unspecified industry,
      with operations primarily in India. We intend to use cash derived from the
      proceeds of the public offering, our capital stock, debt or a combination of
      cash, capital stock and debt, to effect a business combination. We are currently
      a shell company, and we will remain a shell company until we consummate a
      business combination.





The
      issuance
      of additional capital stock, including upon conversion of any convertible debt
      securities we may issue, or the incurrence of debt could have material
      consequences on our business and financial condition. The issuance of additional
      shares of our capital stock (including upon conversion of convertible debt
      securities):





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**•**
            May
                significantly reduce the equity interest of our
                stockholders;**•**
            will
                likely cause a change in control if a substantial number of our shares
                of
                common stock or voting preferred stock are issued, which may affect,
                among
                other things, our ability to use our net operating loss carry forwards,
                if
                any, and may also result in the resignation or removal of one or
                more of
                our present officers and directors;**•**
            may
                adversely affect the voting power or other rights of holders of our
                common
                stock if we issue preferred stock with dividend, liquidation, conversion
                or other rights superior to the common stock; and**•**
            May
                adversely affect prevailing market prices for our common stock, warrants
                or units.




Similarly,
      the incurrence of debt:




**•**
            may
                lead to default and foreclosure on our assets if our operating revenues
                after a business combination are insufficient to pay our debt
                obligations;**•**
            may
                cause an acceleration of our obligations to repay the debt even if
                we make
                all principal and interest payments when due if we breach the covenants
                contained in the terms of the debt documents, such as covenants that
                require the maintenance of certain financial ratios or reserves,
                without a
                waiver or renegotiation of such covenants;**•**
            may
                create an obligation to immediately repay all principal and accrued
                interest, if any, upon demand to the extent any debt securities are
                payable on demand; and**•**
            may
                hinder our ability to obtain additional financing, if necessary,
                to the
                extent any debt securities contain covenants restricting our ability
                to
                obtain additional financing while such security is outstanding, or
                to the
                extent our existing leverage discourages other potential
                investors.




The
      net
      proceeds from the sale of the units in the public offering and the private
      placement and the loans from founders and the deferred costs were $62,815,000,
      after deducting offering expenses of approximately $871,800 and underwriting
      discounts of approximately $5,160,750, including $1,769,400 evidencing the
      underwriters’ non-accountable expense allowance of 3% of the gross proceeds.
      However, of the $871,800 of offering expenses, a portion of these expenses
      were
      not paid prior to the close of fiscal year end and were subsequently placed
      in
      the trust account. These expenses were paid subsequent to the fiscal year end
      from interest on the trust account. This entire amount ($63,845,850) was placed
      in trust. Additionally, $1,769,400 of the proceeds attributable to the
      underwriters’ non-accountable expense allowance has been deposited in the trust
      account, as well as $870,000 of loan proceeds from notes issued to our founding
      stockholders. We will use substantially all of the net proceeds of the public
      offering to acquire one or more operating businesses, including identifying
      and
      evaluating prospective acquisition candidates, selecting one or more operating
      businesses, and structuring, negotiating and consummating the business
      combination.





However,
      we may not use all of the proceeds in the trust in connection with a business
      combination, either because the consideration for the business combination
      is
      less than the proceeds in trust, because we finance a portion of the
      consideration with our capital stock or debt securities or because certain
      fees
      and expenses held in the trust account are due to Ferris, Baker Watts, Inc.
      In
      that event, other than the fees and expenses due to Ferris, Baker Watts, the
      proceeds held in the trust account as well as any other net proceeds not
      expended will be used to finance the operations of the target business or
      businesses.




13
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In
      the
      event that we consummate a business combination, the proceeds held in the trust
      account will be used for the following purposes:





**•**
            Payment
                of the purchase price for the business combination;**•**
            Payment
                of the fees and costs due to Ferris, Baker Watts, Inc. as representative
                of the underwriters and financial advisor to the
                company;**•**
            Payment
                of any finder’s fees or professional fees and costs;
                and**•**
            Payment
                of any fees and costs the Company may incur in connection with any
                equity
                or debt financing relating to the business combination.**•**
            In
                addition, the Company will repay the outstanding balance of the aggregate
                $870,000 in loans made by Mr. Mukunda and Dr. Krishna to the
                Company and any deferred expenses.




We
      believe
      that the funds available to us outside of the trust account will be sufficient
      to allow us to operate at least through March 8, 2008, assuming that a business
      combination is not consummated during that time. For the period commencing
      March
      8, 2006 and ending on the earlier of March 8, 2008 or the consummation of a
      business combination, we anticipate making the following
      expenditures:





**•**
            Approximately
                $300,000 of expenses for legal, accounting and other expenses attendant
                to
                the due diligence investigations, structuring and negotiating of
                a
                business combination; as of March 31, 2007 we have incurred approximately
                $330,000 of expenses.**•**
            Approximately
                $185,000 of expenses for the due diligence and investigation of a
                target
                business; as of March 31, 2007 we have incurred approximately $153,000
                of
                expenses.**•**
            Approximately
                $115,000 of expenses in legal and accounting fees relating to our
                SEC
                reporting obligations; as of March 31, 2007 we have incurred approximately
                $200,000 of expenses.**•**
            As
                of March 30, 2007, there were approximately 67,000 unit holders of
                record,
                600 stockholders and 600 holders of warrants. The last sale price as
                reported by the American Stock Exchange on March 30, 2007, was $6.85
                for
                units, $ 5.84 for shares and $ 0.69 for warrants. The Company has
                never
                paid a cash dividend on its common stock and does not anticipate
                the
                payment of cash dividends in the foreseeable future.**•**
            Approximately
                $184,000 for travel, general working capital that will be used for
                miscellaneous expenses and reserves, including for director and officer
                liability insurance premiums, deposits, down payments and/or funding
                of a
                “no shop” provision in connection with a prospective business transaction
                and for international travel with respect to negotiating and finalizing
                a
                business combination. As of March 31, 2007 we have incurred approximately
                $150,000 for travel and general working capital. We have made a $3,000,000
                payment to MBL to serve as a “no shop” fee.  Subsequent to March
                31, 2007, we have also made approximately a $250,000 payment to CWEL
                as a
                no shop fee.





We
      do not
      believe we will need additional financing following the public offering in
      order
      to meet the expenditures required for operating our business. However, we may
      need to obtain additional financing to the extent such financing is required
      to
      consummate a business combination, in which case we may issue additional
      securities or incur debt in connection with such business
      combination.





On
      May 2, 2005, Mr. Mukunda loaned a total of $100,000 to us for payment
      of offering expenses, and on September 15, 2005, Dr. Krishna loaned a
      total of $50,000 to us for payment of offering expenses. Pursuant to the terms
      of these promissory notes, the loans from Mr. Mukunda and Dr. Krishna are
      payable upon the earlier of (i) the first anniversary of the consummation
      of the public offering or (ii) the date of the consummation of a business
      combination. Upon the consummation of the public offering, the founders loaned
      an additional $720,000 to us which has been deposited in the trust account.
      Pursuant to the terms of these promissory notes, the $720,000 of additional
      loans from the founders were payable upon the earlier of (i) March 3,
      2007 or (ii) the date of the consummation of a business combination. All of
      the foregoing loans bore interest at a rate of 4% per year.




As
      of March
      31, 2007 we drew a total of $2,150,000 from the interest on amounts in
      escrow.  On April 06, 2007 Mr. Mukunda’s loan of  $100,000
      plus accrued interest was repaid. Mr. Mukunda made available to us a line
      of credit of $100,000, by personally guaranteeing the line with Sun Trust
      Bank.




On
      April 06,
      2007 we cancelled the note for $720,000 issued to Dr. Krishna and we repaid
      $500,000 plus some accrued interest to Dr. Krishna.  We issued a new
      note for $220,000. On May 8, 2007 Dr. Krishna loaned us an additional
      $275,000. We issued a note to him for $275,000.  Dr. Krishna’s rights
      under the promissory notes are similar to those set out for the original
      founder’s loans, but with an expiration extended to March 31, 2008, or the date
      of the consummation of a business combination. The new loans bear interest
      at a
      rate of 8% per year,





14
 Table
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Part
      of
      the proceeds of the loans have been used to fund a down payment with one of
      our
      acquisitions, CWEL as described in our 8K filed with the SEC on May 2nd,
      2007.





We
      have
      agreed to pay Integrated Global Networks, LLC, an affiliate of Mr. Mukunda,
      a monthly fee of $4,000 for general and administrative services including office
      space, utilities and secretarial support. This arrangement is for our benefit
      and is not intended to provide Mr. Mukunda, our Chairman, Chief Executive
      Officer and President, with compensation in lieu of salary. We believe, based
      on
      rents and fees for similar services in the Washington, DC metropolitan area,
      that the fee charged by Integrated Global Networks, LLC is at least as favorable
      as we could have obtained from an unaffiliated third party. However, because
      our
      directors may not be deemed “independent,” we did not have the benefit of
      disinterested directors approving the transaction.





**Competition**





In
      identifying, evaluating and selecting target businesses, we may encounter
      intense competition from other entities having a business objective similar
      to
      ours. Many of these entities are well established and have extensive experience
      identifying and effecting business combinations directly or through affiliates.
      Many of these competitors possess greater technical, human and other resources
      than us and our financial resources will be relatively limited as compared
      to
      many of these competitors. While we believe there are numerous potential target
      businesses that we could acquire with the net proceeds of the public offering,
      our ability to compete in acquiring certain sizable target businesses will
      be
      limited by our available financial resources. This limitation gives others
      an
      advantage in pursuing the acquisition of target businesses.
      Further:





**•**
            our
                obligation to seek stockholder approval of a business combination
                or
                obtain the necessary financial statements to be included in the proxy
                materials to be sent to stockholders in connection with a proposed
                business combination may delay the completion of a
                transaction;**•**
            our
                obligation to convert into cash shares of common stock held by our
                public
                stockholders in certain instances may reduce the resources available
                to us
                for a business combination; and**•**
            our
                outstanding warrants and the purchase option granted to Ferris, Baker
                Watts, Inc., and the future dilution they potentially represent,
                may not
                be viewed favorably by certain target businesses.





Any
      of these
      factors may place us at a competitive disadvantage in successfully negotiating
      a
      business combination. Our management believes, however, that our status as
      a
      public entity and potential access to the United States public equity markets
      may give us a competitive advantage over privately-held entities having a
      similar business objective as ours in acquiring a target business on favorable
      terms.





If
      we succeed
      in effecting a business combination, there will be, in all likelihood, intense
      competition from competitors of the target businesses. In particular, certain
      industries that experience rapid growth frequently attract an increasingly
      larger number of competitors, including competitors with increasingly greater
      financial, marketing, technical and other resources than the initial competitors
      in the industry. The degree of competition characterizing the industry of any
      prospective target business cannot presently be ascertained. Subsequent to
      a
      business combination, however, we may not have the resources to compete
      effectively, especially to the extent that the target businesses are in
      high-growth industries.





**Off
      Balance Sheet Arrangements**





Options
      and warrants issued by the Company are equity linked derivatives and
      accordingly represent off balance sheet arrangements. The options and warrants
      meet the scope exception in paragraph 11(a) of FAS 133 and are accordingly
      not
      accounted for as derivatives for purposes of FAS 133, but instead are accounted
      for as equity. See the notes to the March 31, 2007 financial statements for
      a discussion of outstanding options and warrants.





**Item7.
      Financial Statements and Supplementary Data**





This
      information appears following Item 14 of this Report and is incorporated herein
      by reference.





**Item
      8. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure**





None.





**Item
      8A. 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 disclosure.





15
 Table
          of Contents




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





Our
      internal control over financial reporting is a process designed by, or under
      the
      supervision of, our chief executive officer and chief financial officer and
      effected by our board of directors, management and other personnel, to provide
      reasonable assurance regarding the reliability of our financial reporting and
      the preparation of our financial statements for external purposes in accordance
      with generally accepted accounting principles. Internal control over financial
      reporting includes policies and procedures that pertain to the maintenance
      of
      records that in reasonable detail accurately reflect the transactions and
      dispositions of our assets; provide reasonable assurance that transactions
      are
      recorded as necessary to permit preparation of our financial statements in
      accordance with generally accepted accounting principles, and that our receipts
      and expenditures are being made only in accordance with the authorization of
      our
      board of directors and management; and provide reasonable assurance regarding
      prevention or timely detection of unauthorized acquisition , use or disposition
      of our assets that could have a material effect on our financial
      statements.





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.





**Compliance
      with Section 404 of the Sarbanes-Oxley Act of 2002**





Pursuant
      to Section 404 of the Sarbanes-Oxley Act of 2002 (the Act), beginning with
      our
      Annual Report on Form 10-KSB for the fiscal year ending March 31, 2008, we
      will
      be required to furnish a report by our management on our internal control over
      financial reporting. This report will contain, among other matters, an
      assessment of the effectiveness of our internal control over financial reporting
      as of the end of our fiscal year, including a statement as to whether or not
      our
      internal control over financial reporting is effective.




Management
      acknowledges its responsibility for internal controls over financial reporting
      and seeks to continually improve those controls. We believe our process,
      which will begin in 2007 and continue in 2008 for documenting, evaluating and
      monitoring our internal control over financial reporting is consistent with
      the
      objectives of Section 404 of the Act.





**Item
      8B. Other Information**





None.





16
 Table
          of Contents




**PART
      III**





**Item9.
      Directors and Executive Officers of the Company**




The
      information appearing in the definitive Proxy Statement to be filed with the
      Securities and Exchange Commission on or about July 27, 2007, pursuant to
      Regulation 14A in connection with the Company’s 2007 Annual Meeting of
      Stockholders,  and “Section 16(a) Beneficial Ownership Reporting
      Compliance” is incorporated herein by reference.





**Item
      10. Executive Compensation**





SJS
        Associates receives a monthly fee of $5,000 for providing the services of
        Mr.
        John Selvaraj who was appointed as our Treasurer. No executive officer
        (other than John Selvaraj) received any cash compensation for services rendered
        during the year ended March 31, 2007.


Until
      the
      acquisition of a target business, we will pay Integrated Global Networks, LLC,
      an affiliate of Mr. Mukunda, a monthly fee of $4,000 for general and
      administrative services including office space, utilities and secretarial
      support.   Other than this $4,000 per-month fee, no compensation
      of any kind, including finder’s and consulting fees, will be paid to any of our
      officers or directors, or any of their respective affiliates, for services
      rendered prior to or in connection with a business combination.





However,
      our officers and directors will be reimbursed for any out-of-pocket expenses
      incurred in connection with activities on our behalf such as identifying
      potential target businesses and performing due diligence on suitable business
      combinations. There is no limit on the amount of these out-of-pocket expenses
      and there will be no review of the reasonableness of the expenses by anyone
      other than our board of directors, which includes persons who may seek
      reimbursement, or a court of competent jurisdiction if such reimbursement is
      challenged.





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





**Item11.
      Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters**





The
      information relating to security ownership of certain beneficial owners and
      management is incorporated herein by reference to the information under the
      headings “Security Ownership of Certain Beneficial Owners and Management” and
“Security Ownership of Management” in our definitive Proxy Statement to be filed
      with the Securities and Exchange Commission on or about July 27, 2007 for
      the 2007 Annual Meeting of Stockholders.





**Securities
      Authorized for Issuance Under Equity Compensation Plans**





None.





**Item12.
      Certain Relationships and Related Transactions, and
      Director Independence**





The
      information relating to certain relationships and related transactions is
      incorporated herein by reference to the information under the heading
“Transactions with Certain Related Persons”, in our definitive Proxy Statement
      to be filed with the Securities and Exchange Commission on or about
      July 27, 2007 for the 2007 Annual Meeting of Stockholders.





17
 Table
          of Contents




**Item 13.
      Exhibits**





The
      following exhibits are filed as part of, or are incorporated by reference into,
      this report:





**Exhibit
                No.**
            
            **Exhibit**3.1
            
            Amended
                and Restated Articles of Incorporation.(1)3.2
            
            By-laws.(2)4.1
            
            Specimen
                Unit Certificate.(3)4.2
            
            Specimen
                Common Stock Certificate.(3)4.3
            
            Specimen
                Warrant Certificate.(3)4.4
            
            Form
                of Warrant Agreement between Continental Stock Transfer & Trust
                Company and the Registrant.(1)4.5
            
            Form
                of Purchase Option to be granted to the
                Representative.(1)10.1
            
            Amended
                and Restated Letter Agreement between the Registrant, Ferris, Baker
                Watts,
                Inc. and Ram Mukunda.(4)10.2
            
            Amended
                and Restated Letter Agreement between the Registrant, Ferris, Baker
                Watts,
                Inc. and John Cherin.(4)10.3
            
            Amended
                and Restated Letter Agreement between the Registrant, Ferris, Baker
                Watts,
                Inc. and Ranga Krishna.(4)10.4
            
            Form
                of Investment Management Trust Agreement between Continental Stock
                Transfer & Trust Company and the Registrant.(5)10.5
            
            Promissory
                Note issued by the Registrant to Ram Mukunda.(2)10.5.1
            
            Extension
                of Due Date of Promissory Note issued to Ram
                Mukunda.(2)10.6
            
            Form
                of Stock and Unit Escrow Agreement among the Registrant, Ram Mukunda,
                John
                Cherin and Continental Stock Transfer & Trust
                Company.(2)10.7
            
            Form
                of Registration Rights Agreement among the Registrant and each of
                the
                existing stockholders.(3)10.8
            
            Form
                of Unit Purchase Agreement among Ferris, Baker Watts, Inc. and one
                or more
                of the Initial Stockholders.(5)10.9
            
            Form
                of Office Service Agreement between the Registrant and Integrated
                Global
                Networks, LLC.(5)10.10
            
            Amended
                and Restated Letter Advisory Agreement between the Registrant, Ferris,
                Baker Watts, Inc. and SG Americas Securities, LLC.(5)10.11
            
            Form
                of Letter Agreement between Ferris, Baker Watts, Inc. and certain
                officers
                and directors of the Registrant.(4)10.12
            
            Form
                of Letter Agreement between Ferris, Baker Watts, Inc. and each of
                the
                Special Advisors of the Registrant.(4)10.13
            
            Form
                of Letter Agreement between the Registrant and certain officers and
                directors of the Registrant.(4)10.14
            
            Form
                of Letter Agreement between the Registrant and each of the Special
                Advisors of the Registrant.(4)10.15
            
            Promissory
                Note issued by the Registrant to Ranga Krishna.(2)10.15.1
            
            Extension
                of Due Date of Promissory Note issued to Ranga
                Krishna.(2)10.16
            
            Form
                of Promissory Note to be issued by the Registrant to Ranga
                Krishna.(2)10.17
            
            Share
                Subscription Cum Purchase Agreement dated February 2, 2007 by and
                among India Globalization Capital, Inc., MBL Infrastructures Limited
                and
                the persons “named as Promoters therein”.(6)10.18
            
            Debenture
                Subscription Agreement dated February 2, 2007 by and among India
                Globalization Capital, Inc., MBL Infrastructures Limited and the
                persons
                named as Promoters therein. (6)10.19
            
            Note
                and Warrant Purchase Agreement dated February 5, 2007 by and among
                India Globalization Capital, Inc. and Oliviera Capital,
                LLC.(6)10.20
            
            Promissory
                Note dated February 5, 2007 in the initial principal amount for
                $3,000,000 issued by India Globalization Capital, Inc. to Oliviera
                Capital, LLC.(6)10.21
            
            Warrant
                to Purchase Shares of Common Stock of India Globalization Capital,
                Inc.
                issued by India Globalization Capital, Inc. to Oliviera Capital,
                LLC.(6)10.22
            
            First
                Amendment to Share Subscription Cum Purchase Agreement dated February
                2,
                2007 by and among India Globalization Capital, Inc., MBL Infrastructures
                Limited and the persons named as Promoters therein.(7)10.23
            
            First
                Amendment to the Debenture Subscription Agreement dated February
                2, 2007
                by and among India Globalization Capital, Inc., MBL Infrastructures
                Limited and the persons named as Promoters therein.(7)10.24
            
            Contract
                Agreement dated April 29, 2007 between IGC, CWEL, AMTL and
                MAIL.(7)31.1
            
            Certificate
                pursuant to 17 CFR 240.13a-14(a).31.2
            
            Certificate
                pursuant to 17 CFR 240.13a-14(a).32.1
            
            Certificate
                pursuant to 18 U.S.C. § 1350.32.2
            
            Certificate
                pursuant to 18 U.S.C. § 1350.







(1)
            Incorporated
                by reference to the Registrant’s Registration Statement on Form S-1 (SEC
                File No. 333-124942), as amended and filed on September 22,
                2006.




(2)
            Incorporated
                by reference to the Registrant’s Registration Statement on Form S-1 (SEC
                File No. 333-124942), as amended and filed on February 14,
                2006.




(3)
            Incorporated
                by reference to the Registrant’s Registration Statement on Form S-1 (SEC
                File No. 333-124942), as originally filed on May 13,
                2005.




(4)
            Incorporated
                by reference to the Registrant’s Registration Statement on Form S-1 (SEC
                File No. 333-124942), as amended and filed on July 11,
                2005.




(5)
            Incorporated
                by reference to the Registrant’s Registration Statement on Form S-1 (SEC
                File No. 333-124942), as amended and filed on March 2,
                2006.




(6)
            Incorporated
                by reference to the Registrant’s Current Report on Form 8-K (SEC File No.
                333-124942), as originally filed on February 12,
                2007.




(7)
            Incorporated
                by reference to the Registrant’s Current Report on Form 8-K (SEC File No.
                333-124942), as originally filed on May 2,
                2007.




**Item
        14. Principal Accountant Fees and Services**
 
 Information
        regarding principal accountant fees and services is incorporated herein by
        reference to the information in our definitive Proxy Statement for the 2007
        Annual Meeting of Stockholders to be filed with the Securities and Exchange
        Commission on or about July 27, 2007 for the 2007 Annual Meeting of
        Stockholders.


18
 Table
          of Contents






**INDEX
      TO FINANCIAL STATEMENTS**





**Page****Report
                of Independent Registered Public Accounting
                Firm**
            F-1**Balance
                Sheets**
            F-2**Statements
                of Operations**
            F-3**Statement
                of Stockholders’ Equity**
            F-4**Statements
                of Cash Flows**
            F-5**Notes
                to Financial Statements**
            F-6






Table
          of Contents




**REPORTOF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING
      FIRM**





To
        the
        Board of Directors and Stockholders
 India
        Globalization Capital, Inc.
 
 We
        have
        audited the accompanying balance sheets of India Globalization Capital, Inc.
        (a
        development stage company) as of March 31, 2007 and 2006 and the related
        statements of operations, stockholders' equity and cash flows for the year
        ended
        March 31, 2007, the period from April 29, 2005 (inception) to March 31, 2006
        and
        the cumulative period from April 29, 2005 (inception) through March 31, 2007.
        These financial statements are the responsibility of the Company's
        management. Our responsibility is to express an opinion on these financial
        statements based on our audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that we
        plan and perform the audit to obtain reasonable assurance about whether the
        financial statements are free of material misstatement.  An audit
        includes examining, on a test basis, evidence supporting the amounts and
        disclosures in the financial statements. An audit also includes assessing
        the accounting principles used and significant estimates made by management,
        as
        well as evaluating the overall financial statement presentation. We believe
        that our audits provide a reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of India Globalization Capital,
        Inc.
        as of March 31, 2007 and 2006 and the results of its operations and its cash
        flows for the year ended March 31, 2007, the period from April 29, 2005
        (inception) through March 31, 2006 and the cumulative period from April 29,
        2005
        (inception) to March 31, 2007 in conformity with United States generally
        accepted accounting principles.
 
 The
        accompanying financial statements have been prepared assuming that India
        Globalization Capital, Inc. will continue as a going concern. As discussed
        in
        Note A to the financial statements, the Company may face a mandatory liquidation
        by March 8, 2008 if a business combination is not consummated, unless certain
        extension criteria are met, which raises substantial doubt about its ability
        to
        continue as a going concern. The financial statements do not include any
        adjustments that might result from the outcome of this uncertainty.
 
 
 **GOLDSTEIN
        GOLUB KESSLER LLP**
 New
        York,
        New York
 July
        10,
        2007




F-1
 Table
          of Contents







**India
      GlobalizationCapital, Inc.**


**(a
      development stage company)**


**BALANCE
      SHEETS**


**March
                31,****2007**
            
            
            **2006****ASSETS**Current
                Assets:Cash
                and cash equivalents
            
            $
            1,169,422
            
            
            $
            2,210Investments
                held in Trust Fund
            
            
            66,104,275
            
            
            
            65,825,016Interest
              Receivable—Convertible Debenture
            
            
            37,479
            
            
            
            -Convertible
                debenture in MBL
            
            
            3,000,000
            
            
            
            -Prepaid
                expenses and other current assets
            
            
            74,197
            
            
            
            76,766Total
                Current Assets
            
            
            70,385,373
            
            
            
            65,903,992Deferred
                acquisition costs
            
            
            158,739
            
            
            
            -Deferred
                tax assets—Federal and State, net of valuation allowance
            
            
            142,652
            
            
            
            25,000**Total
                Assets**
            
            **$**
            **70,686,764**
            
            
            **$**
            **65,928,992****LIABILITIES
                AND STOCKHOLDERS’ EQUITY**Current
                Liabilities:Accrued
                expenses
            
            $
            237,286
            
            
            $
            286,105Notes
                payable to stockholders
            
            
            870,000
            
            
            
            870,000Taxes
                payable
            
            
            296,842
            
            
            
            70,000Deferred
                trust interest
            
            
            32,526
            
            
            
            -Note
                Payable to Oliveira Capital, LLC
            
            
            1,794,226
            
            
            
            -Due
                to underwriter
            
            
            1,769,400
            
            
            
            1,769,400**Total
                current liabilities**
            
            **$**
            **5,000,280**
            
            
            **$**
            **2,995,505**Common
                stock subject to possible conversion, 2,259,770 at conversion value
                (Note
                A)
            
            
            12,762,785
            
            
            
            12,762,785COMMITMENTS
                AND CONTINGENCYSTOCKHOLDERS’
                EQUITYPreferred
                stock $.0001 par value; 1,000,000 shares authorized; none issued
                and
                outstanding
            
            
            —
            
            
            
            —Common
                stock — $.0001 par value; 75,000,000 shares authorized; issued and
                outstanding 13,974,500
            
            
            1,397
            
            
            
            1,397Additional
                paid-in capital
            
            
            51,848,145
            
            
            
            50,613,145Income
                (Deficit) accumulated during the development stage
            
            
            1,074,157
            
            
            
            (443,840
            )**Total
                stockholders’ equity**
            
            **$**
            **52,923,699**
            
            
            **$**
            **50,170,702****TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY**
            
            **$**
            **70,686,764**
            
            
            **$**
            **65,928,992**





The
      accompanying notes should be read in connection with the financial
      statements.







F-2
 Table
          of Contents







**India
      GlobalizationCapital, Inc.**


**(a
      development stage company)**


**STATEMENTS
      OF OPERATIONS**





**April
                  29, 2005**
            
            **April
                  29, 2005****(Date
                  of Inception)**
            
            **(Date
                  of Inception)****Year
                Ended**
            
            
            **through**
            
            **Through****March
                31, 2007**
            
            
            **March
                31, 2006**
            
            **March
                31, 2007**Legal
                and formation, travel and other start up costs
            $
            (765,047
            )
            
            $
            (68,183
            )
            $
            (833,230
            )Compensation
                expense
            
            —
            
            
            
            (535,741
            )
            
            (535,741
            )Interest
                expense
            
            (103,916
            )
            
            
            (5,500
            )
            
            (106,416
            )Interest
                income
            
            3,171,818
            
            
            
            210,584
            
            
            3,382,402Income
                (loss) before income taxes
            
            2,302,855
            
            
            
            (398,840
            )
            
            1,904,015Provision
                for income taxes, net
            
            784,858
            
            
            
            45,000
            
            
            829,858**Net
                income (loss)**
            $
            1,517,997
            
            
            $
            (443,840
            )
            $
            1,074,157**Net
                income (loss) per share: basic and diluted**
            $
            0.11
            
            
            $
            (0.14
            )**Weighted
                average number of shares****outstanding-basic
                and diluted**
            
            13,974,500
            
            
            
            3,191,000





The
      accompanying notes should be read in connection with the financial
      statements.





F-3
 Table
          of Contents






**India
      GlobalizationCapital, Inc.**


**(a
      development stage company)**


**STATEMENTS
      OF STOCKHOLDERS’ EQUITY**







**Common
                Stock****Shares**
            
            
            **Amount**
            
            
            **Additional
                Paid-in Capital**
            
            
            **Income
                (Deficit) Accumulated**
              **During
                the Development Stage**
            
            
            **Total**
              **Stockholders’**
              **Equity**Issuance
                of common stock to founders at $.01 per share (1,750,000 shares on
                May 5, 2005 and 750,000 shares on June 20, 2005)
            2,500,000
            
            $
            250
            
            $
            24,750
            
            
            —
            
            $
            25,000Surrendered
                shares (on September 7, 2005 and February 5, 2006 of 62,500 and
                137,500 respectively)
            (200,000
            )
            
            (20
            )
            
            20
            
            
            —
            
            
            —Issuance
                of common stock to founders at $.01 per share on February 5,
                2006
            200,000
            
            
            20
            
            
            537,721
            
            
            —
            
            
            537,741Issue
                of 170,000 units in a private placement
            170,000
            
            
            17
            
            
            1,019,983
            
            
            —
            
            
            1,020,000Issue
                of 11,304,500 units, net of underwriters’ discount and offering expenses
                (including 2,259,770 shares subject to possible conversion) and $100
                from
                underwriters option
            11,304,500
            
            
            1,130
            
            
            61,793,456
            
            
            —
            
            
            61,794,586Proceeds
                subject to possible conversion of shares
            
            
            
            
            
            
            (12,762,785
            )
            
            —
            
            
            (12,762,785
            )Net
                loss for the period
            —
            
            
            —
            
            
            —
            
            $
            (443,840
            )
            
            (443,840
            )Balance
                at March 31, 2006
            13,974,500
            
            $
            1,397
            
            $
            50,613,145
            
            $
            (443,840
            )
            $
            50,170,702Fair
                value of 425,000 warrants issued to Oliveira Capital, LLC
            —
            
            
            —
            
            
            1,235,000
            
            
            —
            
            
            1,235,000Net
                income
            —
            
            
            —
            
            
            —
            
            $
            1,517,997
            
            
            1,517,997Balance
                at March 31, 2007
            13,974,500
            
            $
            1,397
            
            $
            51,848,145
            
            $
            1,074,157
            
            $
            52,923,699




The
      accompanying notes should be read in connection with the financial
      statements.





F-4
 Table
          of Contents




**India
      GlobalizationCapital, Inc.**


**(a
      development stage company)**


**STATEMENTS
      OF CASH FLOWS**






**Year ended
                March 31, 2007**
            
            **April
                29, 2005****(Date
                of****Inception)****Through****March
                31, 2006**
            
            **April
                29, 2005**
              **(Date
                of I****nception)**
              **Through**
              **March
                31, 2007****Cash
              flows from operating activities:**Net
              income (loss)
            $
            1,517,997
            
            $
            (443,840
            )
            $
            1,074,157Adjustment
              to reconcile net income (loss) to net cash used in operating
              activities:Interest
              earned on Treasury Bills
            
            (3,098,769
            )
            
            (203,022
            )
            
            (3,301,791
            )Non-cash
              compensation expense
            
            -
            
            
            535,741
            
            
            535,741Deferred
              taxes
            
            (117,652
            )
            
            (25,000
            )
            
            (142,652
            )Amortization
              of debt discount on Oliveira debt
            
            29,226
            
            
            -
            
            
            29,226Changes
              in:Prepaid
                expenses and other current assets
            
            2,569
            
            
            (76,766
            )
            
            (74,197
            )Interest
                receivable  - convertible debenture
            
            (37,479
            )
            
            -
            
            
            (37,479
            )Deferred
                interest liability
            
            32,526
            
            
            -
            
            
            32,526Accrued
                expenses
            
            (113,819
            )
            
            47,679
            
            
            (66,140
            )Taxes
                payable
            
            226,842
            
            
            70,000
            
            
            296,842Net
              cash used in operating activities
            
            (1,558,559
            )
            
            (95,208
            )
            
            (1,653,767
            )**Cash
              flows from investing activities:**Purchase
              of treasury bills
            
            (722,540,587
            )
            
            (131,229,427
            )
            
            (853,770,014
            )Maturity
              of treasury bills
            
            725,189,331
            
            
            65,780,000
            
            
            790,969,331Decrease
              (increase) in cash held in trust
            
            170,766
            
            
            (172,567
            )
            
            (1,801
            )Purchase
              of convertible debenture
            
            (3,000,000
            )
            
            -
            
            
            (3,000,000
            )Payment
              of deferred acquisition costs
            
            (93,739
            )
            
            -
            
            
            (93,739
            )Net
              cash used in investing activities
            
            (274,229
            )
            
            (65,621,994
            )
            
            (65,896,223
            )**Cash
              flows from financing activities:**Issuance
              of common stock to founders
            
            
            
            
            27,000
            
            
            27,000Payments
              of offering costs
            
            
            
            
            (4,024,688
            )
            
            (4,024,688
            )Proceeds
              from notes payable to stockholders
            
            
            
            
            870,000
            
            
            870,000Proceeds
              from issuance of underwriters option
            
            
            
            
            100
            
            
            100Proceeds
              from initial public offering
            
            
            
            
            67,827,000
            
            
            67,827,000Proceeds
                from private placement
            
            
            
            
            1,020,000
            
            
            1,020,000Proceeds
                from note payable to Oliveira Capital, LLC
            
            3,000,000
            
            
            -
            
            
            3,000,000Net
                cash provided by financing activities
            
            3,000,000
            
            
            65,719,412
            
            
            68,719,412**Net
                increase in cash and cash equivalent**
            
            1,167,212
            
            
            2,210
            
            
            1,169,422Cash
                and cash equivalent at  the beginning of the
                period
            
            2,210
            
            
            -
            
            
            -Cash
                and cash equivalent at the end of the period
            $
            1,169,422
            
            $
            2,210
            
            $
            1,169,422**Supplemental
                schedule of non cash financing activities:****Accrual
              of offering costs**
            $
            -
            
            **$**
            **238,426**
            
            **$**
            **238,426****Accrual
                of deferred underwriters’ fees**
            $
            -
            
            **$**
            **1,769,400**
            
            **$**
            **1,769,400****Accrual
                of deferred acquisition costs**
            **$**
            **65,000**
            
            $
            -
            
            $
            **65,000****Supplemental
                disclosure of cash flow information:****Interest
                paid**
            **$**
            **-**
            
            $
            -
            
            $
            -**Income
              taxes paid**
            **$**
            **675,668**
            
            $
            -
            
            $
            **675,668****Fair
                value of warrants included in additional paid in
                capital**
            **$**
            **1,235,000**
            
            $
            -
            
            **$**
            **1,235,000**







The
      accompanying notes should be read in connection with the financial
      statements.





F-5
 Table
          of Contents




**INDIA
      GLOBALIZATIONCAPITAL, INC.**


**(a
      development stage company)**




**NOTES
      TO FINANCIAL STATEMENTS**





**NOTE
      A — ORGANIZATION AND BUSINESS OPERATIONS**





India
      Globalization Capital, Inc. (the “Company”) was incorporated in Maryland on
      April 29, 2005. The Company was formed to serve as a vehicle for the
      acquisition of an operating business in an unspecified industry located in
      India
      through a merger, capital stock exchange, asset acquisition or other similar
      business combination. The Company has neither engaged in any operations nor
      generated significant revenue to date. The Company is considered to be in the
      development stage and is subject to the risks associated with activities of
      development stage companies.





The
      registration statement for the Company’s initial public offering (the “Public
      Offering”) (as described in Note C) was declared effective March 2, 2006.
      The Company consummated the Public Offering including the over allotment option
      on March 8, 2006, and preceding the consummation of the Public Offering on
      March 2, 2006 certain of the officers and directors of the Company
      purchased an aggregate of 170,000 units from the Company in a private placement
      (the “Private Placement”). The units sold in the Private Placement were
      identical to the units sold in the offering, but the purchasers in the Private
      Placement have waived their rights to conversion and receipt of the distribution
      on liquidation in the event the Company does not complete a business combination
      (as described below). The Company received net proceeds from the Private
      Placement and the Offering of approximately $62,815,000 (Note C).





The
      Company’s management has broad discretion with respect to the specific
      application of the net proceeds of the Private Placement and the Public Offering
      (together, the “Offering”) although substantially all of the net proceeds of the
      Offering are intended to be generally applied toward acquiring one or more
      operating businesses in an unspecified industry located in India (“Business
      Combination”), which may not constitute a business combination for accounting
      purposes. Furthermore, there is no assurance that the Company will be able
      to
      successfully effect a Business Combination. Upon the closing of the Offering,
      approximately ninety-seven percent (97%) of the gross proceeds of the Public
      Offering are being held in a trust account (“Trust Fund”) and invested in
      government securities until the earlier of (i) the consummation of its
      first Business Combination or (ii) the distribution of the Trust Fund as
      described below. The remaining proceeds, along with interest earned on the
      Trust
      Fund, may be used to pay for business, legal and accounting due diligence on
      prospective acquisitions and continuing general and administrative expenses.
      The
      Company, after signing a definitive agreement for the acquisition of a target
      business, will submit such transaction for stockholder approval. In the event
      that holders of 50% or more of the shares issued in the Offering vote against
      the Business Combination or the holders of 20% or more of the shares issued
      in
      the Public Offering elect to exercise their conversion rights, the Business
      Combination will not be consummated. However, the persons who were stockholders
      prior to the Public Offering (the “Founding Stockholders”) will not participate
      in any liquidation distribution with respect to any shares of the common stock
      acquired in connection with or following the Public Offering. (Note
      I)





In
        the
        event that the Company does not consummate a Business Combination within
        18 months from the date of the consummation of the Public Offering, or
        24 months from the consummation of the Public Offering if certain extension
        criteria have been satisfied (the “Acquisition Period”), the proceeds held in
        the Trust Fund will be distributed to the Company’s public stockholders,
        excluding the Founding Stockholders to the extent of their initial stock
        holdings. There is no assurance that the Company will be able to successfully
        affect a Business Combination during the period. This factor raises substantial
        doubt about the Company's ability to continue as a going concern. The
        accompanying financial statements are prepared assuming the Company will
        continue as a going concern. The financial statements do not include any
        adjustments that might result from the outcome of this
        uncertainty.


F-6
 Table
          of Contents




In
      the
      event of such distribution, it is likely that the per share value of the
      residual assets remaining available for distribution (including Trust Fund
      assets) will be less than the initial public offering price per share in the
      Public Offering (assuming no value is attributed to the warrants contained
      in
      the Units offered in the Public Offering discussed in Note C).





**NOTE
      B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





[1]
      Income per common share:





Basic
        earnings per share is computed by dividing net income (loss) applicable to
        common stockholders by the weighted average number of common shares outstanding
        for the period. Diluted earnings per share reflect the additional dilution
        for
        all potentially dilutive securities such as stock warrants and options. The
        effect of the 22,949,000 outstanding warrants, issued in connection with
        the
        Public Offering and the Private Placement described in Note C,  the
        500,000 outstanding units issued to the underwriters in connection with the
        Public Offering and the 425,000 warrants to purchase shares of common stock
        issued to Oliveira Capital, LLC in connection with the promissory note has
        not
        been included in the diluted weighted average shares since the warrants are
        contingently exercisable.


[2]
      Use
      of estimates:





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      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 revenue and expenses during
      the reporting period. Actual results could differ from those
      estimates.





[3]
      Income taxes:





Deferred
      income taxes are provided for the differences between the bases of assets and
      liabilities for financial reporting and income tax purposes. A valuation
      allowance is established when necessary to reduce deferred tax assets to the
      amount expected to be realized.





[4]
      Cash
      and Cash Equivalents:





For
      financial statement purposes, the Company considers all highly liquid debt
      instruments with a maturity of three months or less when purchased to be cash
      equivalents. The company maintains its cash in bank deposits accounts in the
      United States of America which, at times, may exceed applicable insurance
      limits. The Company has not experienced any losses in such accounts. The Company
      believes it is not exposed to any significant credit risk on cash and cash
      equivalents.





[5]
        Recent Accounting Pronouncements:
 
 In
        July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB
        Interpretation No. 48, “Accounting for Uncertainty in Income Taxes”, an
        interpretation of FASB Statement No. 109 (“FIN 48”), which provides
        criteria for the recognition, measurement, presentation and disclosure of
        uncertain tax positions. A tax benefit from an uncertain position may be
        recognized only if it is “more likely than not” that the position is sustainable
        based on its technical merits. In May 2007, the FASB issued Staff Position,
        FIN
        48-1, “*Definition of Settlement in FASB Interpretation No. 48*” (FSP FIN
        48-1) which provides guidance on how an enterprise should determine whether
        a
        tax position is effectively settled for the purpose of recognizing previously
        unrecognized tax benefits.   FSP FIN 48-1 is effective with the
        initial adoption of FIN 48. The provisions of FIN 48 are effective for
        fiscal years beginning after December 15, 2006. We do not expect the
        adoption of FIN 48 or FSP FIN 48-1 will have a material effect on our financial
        condition or results of operations.
 
 Management
        does not believe that any other recently issued, but not yet effective,
        accounting standards if currently adopted would have a material effect on
        the
        accompanying financial statements.


F-7
 Table
          of Contents





**NOTE
      C — INITIAL PUBLIC OFFERING**





On
      March 8, 2006, the Company sold 11,304,500 units (“Units”) in the Public
      Offering. Each Unit consists of one share of the Company’s common stock, $.0001
      par value, and two redeemable common stock purchase warrants (“Warrants”). Each
      Warrant entitles the holder to purchase from the Company one share of common
      stock at an exercise price of $5.00 commencing the later of the completion
      of a
      Business Combination or one year from the effective date of the Public Offering
      and expiring five years from the effective date of the Public Offering. The
      Warrants become callable for $0.01 per Warrant only in the event that the last
      sale price of the common stock is at least $8.50 per share for any 20 trading
      days within a 30 trading day period ending on the third day prior to the date
      on
      which notice of redemption is given.





In
      connection with the Offering, the Company paid the underwriters of the Public
      Offering (collectively, the “Underwriter”) an underwriting discount of
      approximately 5% of the gross proceeds of the Public Offering ($3,391,350).
      In
      addition, a non-accountable expense allowance of 3% of the gross proceeds of
      the
      Public Offering, excluding the over-allotment option, is due to the Underwriter,
      who has agreed to deposit the non-accountable expense allowance ($1,769,400)
      into the Trust Fund until the earlier of the completion of a business
      combination or the liquidation of the Trust Fund. The Underwriter has further
      agreed to forfeit any rights to or claims against such proceeds unless the
      Company successfully completes a business combination.





The
      warrants separated from the Units and began to trade on April 13, 2006.
      After separation, each Warrant entitles the holder to purchase from the Company
      one share of common stock at an exercise price of $5.00 commencing on the later
      of (a) one year from the effective date of the Public Offering or
      (b) the earlier of the completion of a Business Combination with a target
      business or the distribution of the Trust Fund and expiring five years from
      the
      date of the Public Offering. The Company has a right to call the Warrants,
      provided the common stock has traded at a closing price of at least $8.50 per
      share for any 20 trading days within a 30 trading day period ending on the
      third
      business day prior to the date on which notice of redemption is given. If the
      Company calls the Warrants, the holder will either have to redeem the Warrants
      by purchasing the common stock from the Company for $5.00 or the Warrants will
      be repurchased for $0.01 per Warrant.





The
      Underwriter’s over-allotment option of 1,474,500 Units was exercised and the
      11,304,500 units sold at the closing of the Public Offering include the
      over-allotment.





In
      connection with this Offering, the Company issued an option, for $100, to the
      Underwriter to purchase 500,000 Units at an exercise price of $7.50 per Unit,
      exercisable the later of March 2, 2007 or the consummation of a Business
      Combination. The Company has accounted for the fair value of the option,
      inclusive of the receipt of the $100 cash payment, as an expense of the Public
      Offering resulting in a charge directly to stockholders’ equity. The Company
      estimated, using the Black-Scholes method, the fair value of the option granted
      to the underwriters as of the date of grant was approximately $756,200 using
      the
      following assumptions: (1) expected volatility of 30.1 %,
      (2) risk-free interest rate of 3.9% and (3) expected life of five
      years. The estimated volatility was based on a basket of Indian companies that
      trade in the U.S. or the U.K. The option may be exercised for cash or on a
      “cashless” basis, at the holder’s option, such that the holder may use the
      appreciated value of the option (the difference between the exercise prices
      of
      the option and the underlying warrants and the market price of the units and
      underlying securities) to exercise the option without the payment of any cash.
      The warrants underlying such Units are exercisable at $6.25 per
      share.





**NOTE
      D — INVESTMENTS HELD IN TRUST FUND**





Investments
      held in trust consist of Treasury Bills and money market funds. The Treasury
      Bills have been accounted for as trading securities and recorded at their fair
      market value. The excess of market value over cost is included in interest
      income in the accompanying statement of operations. Investments held in trust
      as
      of March 31, 2007 and 2006 include the following:




**March
                31,****2007**
            
            **2006**Investment
                held for the benefit of the Company
            $
            
            63,845,850
            
            $
            
            63,845,850Investment
                held for the benefit of the Underwriter
            
            
            1,769,400
            
            
            
            1,769,400Investment
                earnings (available to fund Company expenses up to a maximum of
                $2,150,000, net of taxes)(1)
            
            
            489,025
            
            
            
            209,766$
            
            66,104,275
            
            $
            
            65,825,016(1)
                  Through March 31, 2007, the Company has transferred approximately
                  $2,150,000 of Investment Earnings from the Trust Account into its
                  operating account.








F-8
 Table
          of Contents




**NOTE
      E — NOTES PAYABLE TO STOCKHOLDERS**





Three
          unsecured notes were issued to two of the Founding Stockholders of the
          Company.
          One note of $100,000 and another for $50,000 were issued on May 2, 2005 and
          on September 26, 2005, respectively, and were payable the earlier of
          April 30, 2006 or upon the consummation of the Public Offering. On
          December 15, 2005, the unsecured notes referred to above were amended to
          provide that they become payable upon the earlier of the consummation of
          a
          Business Combination or the first anniversary of the consummation of the
          Public
          Offering. Another note of $720,000 was issued on March 3, 2006 and was
          payable on the earlier of March 31, 2007 or the consummation of a Business
          Combination. The notes all bore interest at 4% per annum. Due to the short-term
          nature of the notes, the fair value of the notes approximate their carrying
          amount. Interest expense of approximately $ 41,200  and $5,500 has
          been included in the statement of operations for the year ended March 31,
          2007
          and the period ended March 31, 2006 relating to these notes,
          respectively.
 
 On
          April
          6, 2007, the $100,000 note was repaid and cancelled. One of the founding
          stockholders made available a line of credit for $100,000 by personally
          guaranteeing the line.
 
 Also
          on
          April 6, 2007 the loan of $720,000 made by one of the founding stockholders
          was partially repaid. The Company paid the founding stockholder $500,000
          plus some accrued interest, cancelled the note for $720,000 and issued the
          founding stockholder a new note for $220,000.
 
 On
          May 8,
          2007 the same founding stockholder loaned the company an additional
          $275,000. We issued him a new note for $275,000.
 
 The
          rights under the two new notes are similar to those set out for the original
          Founder’s notes. The new notes are payable on the earlier of March 31, 2008
          or the consummation of a Business Combination. The notes bear interest at
          8% per annum.


**NOTE
      F — RELATED PARTY TRANSACTION**





The
        Company has agreed to pay SJS Associates $5,000 a month till the consummation
        of
        a business combination. SJS Associates is a related party and a privately
        held company by Mr. John Selvaraj our Treasurer. The monthly fees are paid
        for services rendered by John Selvaraj to the Company. From inception to
        March 31, 2007 a total of $15,000 have been paid to Mr. Selvaraj for his
        services.
 
 The
        Company has agreed to pay Integrated Global Network, LLC (IGN, LLC), a related
        party and privately-held company where one of the Founding Stockholders serves
        in an executive capacity, an administrative fee of $4,000 per month for office
        space and general and administrative services from the effective date of
        the
        Proposed Offering through the date of a Business Combination. From
        inception to March 31, 2006 and for the year ending March 31, 2007 approximately
        $3,000 and $45,000 respectively was paid to IGN, LLC.
 
 The
        Company uses the services of Economic Law Practice (ELP), a law firm in
        India. A member of our Board Directors is a Partner with
        ELP. Since inception to March 31, 2007 approximately $ 53,810 has been paid
        to ELP for legal services.  No payments were made in the financial
        year ending March 31, 2006.
 
 In
        February 2006, the Company issued an aggregate of 200,000 shares of common
        stock to its founders and advisors. The shares were issued for an aggregate
        price of $2,000. The fair value of these shares was estimated to be $537,741;
        the difference of $535,741 was recorded as compensation expense on the
        accompanying statement of operations. The fair value was determined by
        allocating the $6.00 Unit price in the Offering between the estimated fair
        value
        of the shares and warrants to be included therein. The per share fair value
        was
        estimated to be $2.69.
  **NOTE
      G — COMMON STOCK**





On
      August 24, 2005, the Company’s Board of Directors authorized a reverse
      stock split of one share of common stock for each two outstanding shares of
      common stock and approved an amendment to the Company’s Certificate of
      Incorporation to decrease the number of authorized shares of common stock to
      75,000,000. All references in the accompanying financial statements to the
      number of shares of stock have been retroactively restated to reflect these
      transactions.





At
      March 31, 2007 and 2006, 24,874,000 and 24,449,000 shares of common stock,
      respectively were reserved for issuance upon exercise of redeemable warrants,
      underwriters’ purchase option and warrants issued to Oliveira Capital,
      LLC.





F-9
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**NOTE
      H — INCOME TAXES**





The
      provision for income taxes for the year ended March 31, 2007 and the period
      ended March 31, 2006 consists of the following:


**March
                31,****2007**
            
            
            **2006**Current:Federal
            $
            902,510
            
            
            $
            70,000Deferred:Federal
            
            (117,652
            )
            
            
            (25,000
            )Total
                tax provision
            $
            784,858
            
            
            $
            45,000




The
      total
      tax provision for income taxes for year ended March 31, 2007 and the period
      ended March 31, 2006 differs from that amount which would be computed by
      applying the U.S. Federal income tax rate to income before provision for income
      taxes as follows:




**March
                31,****2007**
            
            
            **2006**Statutory
                Federal income tax rate
            
            34
            %
            
            
            34
            %Non-cash
              compensation expense
            
            
            
            
            
            (45.7
            )%State
                tax benefit net of federal tax
            
            (1.3
            )%
            
            
            (1.3
            )%Increase
                in state valuation allowance
            
            1.3
            %
            
            
            1.3
            %Other
            
            -
            
            
            
            .4
            %Effective
                income tax rate
            
            34
            %
            
            
            (11.3
            )%




The
      tax
      effect of temporary differences that give rise to the net deferred tax asset
      is
      as follows:






**March
                  31,****2007**
              
              
              **2006**Operating
                costs deferred for income tax purposes
              $
              242,015
              
              
              $
              30,000Interest
                  income deferred for reporting purposes
              
              11,059
              
              
              
              -Difference
                between accrual accounting for reporting purposes and cash accounting
                for
                tax purposes
              
              (75,514
              )
              
              
              -Less:
                Valuation Allowance
              
              (34,908
              )
              
              
              (5,000
              )Net
                deferred tax asset
              $
              142,652
              
              
              $
              25,000




The
      Company has recorded a valuation allowance against the state deferred tax asset
      since they cannot determine realizability for tax purposes and therefore can
      not
      conclude that the deferred tax asset is more likely than not recoverable at
      this
      time.




F-10
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          of Contents




**NOTE
      I — COMMITMENTS AND CONTINGENCY**





In
        connection with the Offering and pursuant to an advisory agreement, the Company
        has engaged its underwriters as its investment bankers to provide the Company
        with assistance in structuring the Business Combination. As compensation
        for the
        foregoing services, the Company will pay the Underwriters a cash fee at the
        closing of a Business Combination equal to 2% of the aggregate consideration
        paid in such Business Combination up to a maximum of $1,500,000 and pay up
        to
        $25,000 of expenses. In addition, a broker fee of $ 90,000 will be paid to
        Ferris, Baker Watts in conjunction with the loan to the Company by Oliveira
        Capital, LLC, if the Business Combination is successful.


Pursuant
      to letter agreements with the Company and the underwriters, the Founding
      Stockholders have waived their rights to participate in any liquidation
      distribution occurring upon our failure to complete a business combination,
      with
      respect to those shares of common stock acquired by them prior to the Offering
      and with respect to the shares included in the 170,000 Units they purchased
      in
      the Private Placement.




The
      Founding Stockholders will be entitled to registration rights with respect
      to
      their founding shares and the shares they purchased in the private placement
      pursuant to an agreement executed on March 3, 2006. The holders of the
      majority of these shares are entitled to make up to two demands that the Company
      register these shares at any time after the date on which the lock-up period
      expires. In addition, the Founding Stockholders have certain “piggy-back”
registration rights on registration statements filed subsequent to the
      anniversary of the effective date of the Offering.





The
      Company, from time to time, may enter into oral and or written understandings
      with entities (and supporting professionals for conducting due diligence) who
      potentially could refer or make introductions to potential target entities
      in
      various industry sectors in India and to conduct industry analysis or due
      diligence on potential target companies. Such arrangements typically may require
      nominal amounts of retainer fees and expenses for services and success fees
      based upon successful completion of acquisitions resulting from such referrals.
      Fees for services and expenses incurred to date with such entities have been
      expensed in the accompanying financial statements.




In
      connection with our proposed acquisition of a majority interest in MBL
      Infrastructures Limited (“MBL”), an unaffiliated third party has claimed that it
      is entitled to a finder's fee of approximately five percent of the purchase
      price (or, $1.75 million) for the acquisition if the acquisition is consummated.
      While we do not admit that the unaffiliated third party is a finder that is
      entitled to payment, we have expressed a willingness to pay our customary
      finder's fee of 0.25%. The parties are attempting to reach agreement on the
      amount of the fee to be paid if the acquisition is consummated. **NOTE
      J — 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
      K –  INVESTMENT ACTIVITIES**





***MBL
      Infrastructure Limited Purchase Agreement***





On
        February 2, 2007, the Company entered into a Share Subscription Cum
        Purchase Agreement (the “Purchase Agreement”) with MBL and R G Maheshwari , A K
        Lakhotia, Maruti Maheshwari, Aditya Maheshwari, Uma Devi Lakhotia, Shweta
        Maheshwari, Gokul Sales P Ltd and Jai Art N Image P Ltd (collectively, the
        “Promoters”), pursuant to which the Company will acquire 2,212,745 equity shares
        of MBL (the “Promoter Shares”) from the Promoters and an additional 9,519,949
        newly-issued equity shares directly from MBL (the “New Shares”) so that at the
        conclusion of the transactions contemplated by the Purchase Agreement, the
        company will own 57% of the outstanding equity shares of MBL. MBL engages
        in road-building and maintenance projects in India, as well as managing
        road-building projects on a contract basis for national, state and local
        agencies..
 
 The
        Acquisition is expected to be consummated during the fall of 2007, after
        the
        required approval by the Company’s stockholders and the fulfillment of certain
        other conditions.
 
 On
        February 5, 2007 the Company entered into an agreement to sell 425,000
        warrants, described in Note L, and a note for $3,000,000 to Oliveira Capital,
        LLC for $3,000,000. The note carries an interest of 8% and is due upon the
        earlier of February 5, 2008, or the consummation of a Business Combination.
        Pursuant to the receipt of the $3,000,000 from Oliveira Capital, the Company
        on
        February 6, 2007 purchased $3,000,000 of convertible debentures from MBL.
        The debentures carry an interest of 8% and is secured by 1,131,356 shares
        of MBL common stock. The note from Oliveira Capital, LLC is secured by the
        convertible debentures issued to MBL.
 
 On
        February 6, 2007 the Company entered into a non-binding agreement in
        principle with Chiranjjeevi Wind Energy Limited (“CWEL”) for the acquisition of
        24 MW in wind energy assets which includes the acquisition of land, all
        licenses, environmental clearances, and equipment (the “CWEL Acquisition”). The
        Company has formed a wholly owned subsidiary based in Mauritius. The name
        of the
        subsidiary is India Globalization Capital, Mauritius, Limited (IGC-M
        Ltd.).
 
 On
        April
        25, 2007, the Company entered into the First Amendment to the Share Subscription
        Cum Purchase Agreement (the “First Amendment to Purchase Agreement” or “SSPA”)
        with MBL and the Promoters.
  Pursuant
        to the First Amendment to Purchase Agreement, the conditions precedent to
        the
        Company’s consummation of the transactions contemplated by the SSPA were amended
        to provide that: (i) MBL’s audited financial statements converted to US GAAP for
        the periods ended March 31, 2006, March 31, 2005 and March 31, 2004 and
        unaudited financial statements converted to US GAAP for the period commencing
        April 1, 2006 and ending December 31, 2006 (collectively, the “Required
        Financial Statements”) previously required to be delivered under the SSPA be
        delivered to the Company by May 15, 2007 and (ii) MBL and the Promoters deliver
        audited financial statements converted to US GAAP for the period ended March
        31,
        2007 by June 30, 2007. In addition, Clause 5.3 of the SSPA was amended to
        extend
        the deadline for the completion of the Company’s acquisition of MBL shares from
        September 30, 2007 to November 30, 2007.
  On
        April
        25, 2007, concurrently with the execution of the First Amendment to the Purchase
        Agreement, the Company entered into the First Amendment to the Debenture
        Subscription Agreement (the “First Amendment to Debenture Agreement”) with MBL
        and the Promoters.
  Pursuant
        to the First Amendment to the Debenture Agreement, Clause 14 of the Debenture
        Subscription Agreement dated February 2nd, 2007
        was amended
        to extend the deadline by which time IGC must either obtain the requisite
        shareholder approvals for the acquisition of MBL shares under the SSPA or
        purchase an additional USD $3,000,000 in MBL Convertible Debentures from
        April
        30, 2007 to 45 days after receiving the Required Financial
        Statements.
 
 ***Contract
        Agreement Between IGC, CWEL, AMTL and MAIL***
 
 On
        April
        29, 2007, the Company entered into a Contract Agreement Dated April 29, 2007
        (“CWEL Purchase Agreement”) with Chiranjjeevi Wind Energy Limited,
        (CWEL),  Arul Mariamman Textiles Limited (AMTL), and Marudhavel
        Industries Limited (MAIL), collectively CWEL. Pursuant to the CWEL Purchase
        Agreement, the Company will acquire 100% of a 24-mega watt wind energy farm,
        consisting of 96 250-kilowatt wind turbines, located in Karnataka, India
        to be
        manufactured by CWEL.
 
 CWEL
        is a
        manufacturer and supplier of wind operated electricity generators, towers
        and
        turnkey implementers of wind energy farms.
 
 On
        May
        22, 2007, the Company made a down payment of approximately $250,000 to CWEL.
        The
        Acquisition is expected to be consummated during the fall of 2007, after
        the
        required approval by the Company’s stockholders and the fulfillment of certain
        other conditions.
  We
        have
        incurred $158,739 through March 31, 2007 in connection with our two acquisitions
        which is included as deferred acquisition costs in the accompanying balance
        sheet.
 
 **NOTE
        L – VALUATION OF WARRANTS ISSUED TO OLIVEIRA CAPITAL, LLC**
 
 The
        Company sold a promissory note and 425,000 warrants to Oliveira Capital,
        LLC for
        $3,000,000. Each warrant will entitle the holder to purchase from the
        Company one share of common stock at an exercise price of $5.00 commencing
        on
        the earlier of the completion of a Business Combination with a target business
        or the distribution of the Trust Fund and expiring five years from the date
        of
        issuance. The warrants have an exercise price of $5.00. The Company
        has determined, based upon a Black-Scholes model, that the fair value of
        the
        warrants on the date of issuance would approximately be $ 1,235,000 using
        an
        expected life of five years, volatility of 46% and a risk-free interest rate
        of
        4.8%
 
 We
        computed volatility for a period of five years. For approximately the first
        four years we used the trading history of two representative companies that
        are
        listed on the Indian Stock exchange. For approximately one year the trading
        history of the Company’s common stock was used. The average volatility of the
        combined data extending over five years was calculated as 46%. Management
        believes that this volatility is a reasonable benchmark to use in estimating
        the
        value of the warrants.




F-11
 Table
          of Contents




**SIGNATURES**




In
        accordance
        with Section 13 or 15(d) of the Exchange Act, the registrant
        caused this report to be signed on its behalf by the undersigned, thereunto
        duly authorized.
 
  **INDIA
                GLOBALIZATION CAPITAL, INC.**Date:
                  July 16, 2007
              By:
              /s/ Ram
                MukundaRam
                MukundaChief
                Executive Officer and President (Principal Executive Officer)
  Date:
                      July 16, 2007
              By:
              /s/ John
                B. SelvarajJohn
                B. SelvarajTreasurer,
                Principal Financial and Accounting Officer
  In
        accordance with the Exchange Act, this report has been signed below by
        the
        following persons on behalf of the registrant and in the capacities and
        on
        the dates indicated.
 Date:
                    July 16, 2007
              By:
              /s/ Dr.
                Ranga KrishnaDr.
                Ranga
                KrishnaDirector
  Date:
                      July 16, 2007
                By:
                /s/ Sudhakar
                  ShenoySudhakar
                  ShenoyDirector
  Date:
                      July 16, 2007
                By:
                /s/ Ram
                  Mukunda,Ram
                  MukundaDirector
  Date:
                      July 16, 2007
                By:
                /s/ Richard
                  PrinceRichard
                  PrinceDirector
   19