**`**







**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**









**FORM
      10-QSB**





**R**
            **Quarterly
                report under Section 13 or 15(d) of the
                Securities****Exchange Act of
                1934.****For
              the quarterly period ended June 30, 2007****OR****£**
            **Transition
                report under Section 13 or 15(d) of the Exchange
                Act.****For
              the transition period
              fromto**





**Commission
      file number: 0001326205**





**INDIA
      GLOBALIZATION CAPITAL, INC.**


(Exact
      name of small business issuer as specified in its charter)





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





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


(Address
      of principal executive offices)





**(301)
      983-0998**


(Issuer’s
      telephone number)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


R
      Yes  £
      No





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 £                                                      Accelerated
      Filer £                                Non-Accelerated
      Filer R





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





Indicate
      the number of shares outstanding for each of the issuer’s classes of common
      equity as of the latest practicable date: As of August 16, 2007, the
      company had 13,974,500 shares outstanding.





Transitional
      Small Business Disclosure Format (Check one): £
      Yes  R
      No


Table
            of Contents




**TABLE
      OF CONTENTS**





**Page****PART
                I. FINANCIAL INFORMATION**Item
                1. Financial Statements
            1Item
                2. Management’s
                Discussion and Analysis and Plan of
                Operations
            8Item
                4. Controls and Procedures
            11**PART
                II. OTHER INFORMATION**Item
                1. Legal Proceedings
            12Item
                1A. Risk Factors
            12Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            12Item
                3. Defaults Upon Senior Securities
            13Item
                4. Submission of Matters to a Vote of Security
                Holders
            13Item
                5. Other Information
            13Item
                6. Exhibits
            13Signatures
            14CertificationCertificationCertificationCertification








Table
          of Contents


**PARTI.
        FINANCIAL INFORMATION**
  Item
          1.
          Financial Statements
   **India
            Globalization Capital, Inc.** **(a
              development stage company)** **CONDENSED
                BALANCE SHEET**


****
            ****
            **June
                30, 2007**
            ****
            ****
            
            ********
            ****
            **(Unaudited)**
            ****
            ****
            **March
                  31, 2007**
            ********
            ****
            ****
            ****
            ******ASSETS**Current
                Assets:Cash
                and cash equivalents
            
            $
            422,035
            
            
            $
            1,169,422Investments
                held in Trust Fund
            
            
            66,471,351
            
            
            
            66,104,275Interest
                Receivable—Convertible Debenture
            
            
            97,479
            
            
            
            37,479Convertible
                debenture in MBL
            
            
            3,000,000
            
            
            
            3,000,000Prepaid
                expenses and other current assets
            
            
            35,857
            
            
            
            74,197Total
                Current Assets
            
            
            70,026,722
            
            
            
            70,385,373Deposit
                to CWEL
            
            
            250,000
            
            
            
            -Deferred
                acquisition costs
            
            
            211,072
            
            
            
            158,739Deferred
                tax assets—Federal and State, net of valuation allowance
            
            
            490,888
            
            
            
            142,652**Total
                Assets**
            
            **$**
            **70,978,682**
            
            
            **$**
            **70,686,764****LIABILITIES
                AND STOCKHOLDERS’ EQUITY**Current
                Liabilities:Accrued
                expenses
            
            $
            323,654
            
            
            $
            237,286Notes
                payable to stockholders
            
            
            545,000
            
            
            
            870,000Taxes
                payable
            
            
            308,991
            
            
            
            296,842Deferred
                trust interest
            
            
            127,794
            
            
            
            32,526Note
                Payable to Oliveira Capital, LLC
            
            
            2,181,076
            
            
            
            1,794,226Due
                to Underwriters
            
            
            1,769,400
            
            
            
            1,769,400Total
                current liabilities
            
            $
            5,255,915
            
            
            $
            5,000,280Common
                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 (including 2,259,770 shares subject to possible
                conversion)
            
            
            1,397
            
            
            
            1,397Additional
                paid-in capital
            
            
            51,848,145
            
            
            
            51,848,145Income
                accumulated during the development stage
            
            
            1,110,440
            
            
            
            1,074,157Total
                stockholders’ equity
            
            $
            52,959,982
            
            
            $
            52,923,699**Total
                liabilities and stockholders’ equity**
            
            **$**
            **70,978,682**
            
            
            **$**
            **70,686,764**


See
        notes
        to unaudited condensed financial statements.






1
 Table
          of Contents





**India
      Globalization Capital, Inc.**


**(a
      development stage company)**


**UNAUDITED
      CONDENSED STATEMENT OF OPERATIONS**




**Three
                Months**
            
            
            **Three
                Months**
            
            
            **April
                29, 2005******
            
            **Ended**
            
            
            **Ended**
            
            
            **(Date
                of **Inception)********
            
            **June
                30, 2007**
            
            
            **June
                30, 2006**
            
            
            **Through
                  June 30, 2007**Legal
                and formation, travel and other start up costs
            
            $
            (179,844
            )
            
            $
            (120,313
            )
            
            $
            (1,013,074
            )Compensation
                expense
            
            
            -
            
            
            
            -
            
            
            
            (535,741
            )Interest
                expense
            
            
            (459,878
            )
            
            
            (8,300
            )
            
            
            (569,294
            )Interest
                income
            
            
            694,918
            
            
            
            783,801
            
            
            
            4,077,320Income
                before income taxes
            
            
            55,196
            
            
            
            655,188
            
            
            
            1,959,211Provision
                for income taxes, net
            
            
            18,913
            
            
            
            222,800
            
            
            
            848,771**Net
                income**
            
            **$**
            **36,283**
            
            
            **$**
            **432,388**
            
            
            **$**
            **1,110,440**Net
                income per share: basic and diluted
            
            $
            0.00
            
            
            $
            0.03Weighted
                average number of sharesoutstanding-basic
                and diluted
            
            
            13,974,500
            
            
            
            13,974,500





See
      notes to unaudited condensed financial
      statements.








2
 Table
          of Contents




**India
      Globalization Capital, Inc.**


**(a
      development stage company)**


**CONDENSED
      STATEMENT OF STOCKHOLDERS’ EQUITY**


**Earnings****(Deficit)****Accumulated****Additional**
              
              
              **during
                  the**
              
              
              **Total****Common
                  Stock**
              
              
              **Paid-in**
              
              
              **Development**
              
              
              **Stockholders'****Shares**
              
              
              **Amount**
              
              
              **Capital**
              
              
              **Stage**
              
              
              **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 andFebruary
                  5, 2006 of 62,500 and 137,500, respectively)
              
              
              (200,000
              )
              
              
              (20
              )
              
              
              20
              
              
              
              -
              
              
              
              -Issuance
                  of common stock to founders at $.01 per shareOn
                  February 5, 2006
              
              
              200,000
              
              
              
              20
              
              
              
              537,721
              
              
              
              -
              
              
              
              537,741Issue
                  of 170,000 units in a private placementplacement
              
              
              170,000
              
              
              
              17
              
              
              
              1,019,983
              
              
              
              -
              
              
              
              1,020,000Issue
                  of 11,304,500 units, net of underwriters’ discountand
                  offering expenses (including 2,259,770 sharessubject
                  to possible conversion) and $100 fromunderwriters
                  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
              
              
              $
              52,923,699Unaudited:Net
                  income for the three months ended June 30, 2007
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              36,283
              
              
              
              36,283Balance
                  at June 30, 2007
              
              
              13,974,500
              
              
              $
              1,397
              
              
              $
              51,848,145
              
              
              $
              1,110,440
              
              
              $
              52,959,982


See
        notes to unaudited condensed financial
        statements.




3
 Table
          of Contents




**India
      Globalization Capital, Inc.**


**(a
      development stage company)**


**UNAUDITED
      CONDENSED STATEMENT OF CASH FLOWS**





**Three
                      months ended****June
                      30, 2007**
                  
                  
                  **June
                      30, 2006**
                  
                  
                  **April
                      29, 2005**
                    **(Date
                      of Inception)****Through June 30,
                      2007**Cash
                      flows from operating activities:Net
                      income
                  $
                  36,283
                  
                  
                  $
                  432,388
                  
                  
                  $
                  1,110,440Adjustment
                      to reconcile net income to net cash used in operating
                      activities:Interest
                      earned on Treasury Bills
                  
                  (721,805
                  )
                  
                  
                  (774,739
                  )
                  
                  
                  (4,023,596
                  )Non-cash
                      compensation expense
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  535,741Deferred
                      taxes
                  
                  (348,236
                  )
                  
                  
                  (10,200
                  )
                  
                  
                  (490,888
                  )Amortization
                      of debt discount on Oliveira debt
                  
                  386,850
                  
                  
                  
                  -
                  
                  
                  
                  416,076Changes
                      in:Prepaid
                      expenses and other current assets
                  
                  38,340
                  
                  
                  
                  20,016
                  
                  
                  
                  (35,857
                  )Interest
                      receivable - convertible debenture
                  
                  (60,000
                  )
                  
                  
                  -
                  
                  
                  
                  (97,479
                  )Deferred
                      interest liability
                  
                  95,268
                  
                  
                  
                  -
                  
                  
                  
                  127,794Accrued
                      expenses
                  
                  111,367
                  
                  
                  
                  13,822
                  
                  
                  
                  283,653Taxes
                      payable
                  
                  12,149
                  
                  
                  
                  233,000
                  
                  
                  
                  308,991**Net
                      cash used in operating activities**
                  ****
                  **(449,784**
                  **)**
                  
                  ****
                  **(85,713**
                  **)**
                  
                  ****
                  **(1,865,125**
                  **)**Cash
                      flows from investing activities:Purchase
                      of treasury bills
                  
                  (132,811,913
                  )
                  
                  
                  (196,843,092
                  )
                  
                  
                  (986,581,927
                  )Maturity
                      of treasury bills
                  
                  133,166,157
                  
                  
                  
                  197,542,851
                  
                  
                  
                  924,135,488Decrease
                      (increase) in cash held in trust
                  
                  486
                  
                  
                  
                  186,026
                  
                  
                  
                  (1,315
                  )Purchase
                      of convertible debenture
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (3,000,000
                  )Deposit
                      to CWEL
                  
                  (250,000
                  )
                  
                  
                  
                  
                  
                  
                  (250,000
                  )Payment
                      of deferred acquisition costs
                  
                  (77,333
                  )
                  
                  
                  -
                  
                  
                  
                  (171,072
                  )**Net
                      cash provided used in investing activities**
                  ****
                  **27,397**
                  
                  
                  ****
                  **885,785**
                  
                  
                  ****
                  **(65,868,826**
                  **)**Cash
                      flows from financing activities:Issuance
                      of common stock to founders
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  27,000Payments
                      of offering costs
                  
                  -
                  
                  
                  
                  (238,426
                  )
                  
                  
                  (4,263,114
                  )Proceeds
                      from notes payable to stockholders
                  
                  275,000
                  
                  
                  
                  -
                  
                  
                  
                  1,145,000Repayment
                      of notes payabble to stockholder
                  
                  (600,000
                  )
                  
                  
                  
                  
                  
                  
                  (600,000
                  )Proceeds
                      from issuance of underwriters option
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100Gross
                      proceeds from initial public offering
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  67,827,000Proceeds
                      from private placement
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,020,000Proceeds
                      from note payable to Oliveira Capital, LLC
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,000,000**Net
                      cash provided by financing activities**
                  ****
                  **(325,000**
                  **)**
                  
                  ****
                  **(238,426**
                  **)**
                  
                  ****
                  **68,155,986**Net
                      increase in cash and cash equivalent
                  
                  (747,387
                  )
                  
                  
                  561,646
                  
                  
                  
                  422,035Cash
                      and cash equivalent at the beginning of the period
                  
                  1,169,422
                  
                  
                  
                  2,210
                  
                  
                  
                  -**Cash
                      and cash equivalent at the end of the period**
                  **$**
                  **422,035**
                  
                  
                  **$**
                  **563,856**
                  
                  
                  **$**
                  **422,035**Supplemental
                      schedule of non cash financing activities:Accrual
                      of deferred underwriters’ fees
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  1,769,400Accrual
                           of deferred acquisition costs
                  $
                  40,000
                  
                  
                  
                  -
                  
                  
                  $
                  40,000Supplemental
                      disclosure of cash flow information:Issuance
                      of warrants in connection with Oliviera Debt
                  
                  -
                  
                  
                  
                  -
                  
                  
                  $
                  1,235,000


See
      notes to unaudited condensed financial
      statements.






4
 Table
          of Contents







**INDIA
      GLOBALIZATION CAPITAL, INC.**


**(a
      development stage company)**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**





**NOTE
      A — BASIS OF PRESENTATION**





The
      financial statements at June 30, 2007 and for the three months ended June
      30, 2007 and 2006, and the period from April 29, 2005 (date of inception) to
      June 30, 2007 are unaudited and include the accounts of India Globalization
      Capital, Inc. (a corporation in the development stage) (the
“Company”).





In
      the
      opinion of management, all adjustments (consisting of normal accruals) have
      been
      made that are necessary to present fairly the financial position of the Company
      as of June 30, 2007 and the results of its operation and cash flows for the
      three months ended June 30, 2007 and 2006 and the period from April 29, 2005
      (date of inception) to June 30, 2007. Operating results for the interim periods
      presented are not necessarily indicative of the results to be expected for
      a
      full year.





The
      statements and related notes have been prepared pursuant to the rules and
      regulations of the U.S. Securities and Exchange Commission applicable to interim
      financial statements. Accordingly, certain information and footnotes disclosures
      normally included in financial statements prepared in accordance with generally
      accepted accounting principles have been omitted pursuant to such rules and
      regulations.





These
      financial statements should be read in conjunction with the financial statements
      that were included in the Company’s Annual Report on Form 10-KSB for the year
      ended March 31, 2007. The March 31, 2007 balance sheet and the
      statement of stockholders’ equity through March 31, 2007 has been derived from
      these audited financial statements.




The
      Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes”, an interpretation of FASB Statement No. 109 (“FIN 48”) on
      April 1, 2007.  FIN 48 clarifies the 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. FIN 48
      also provides guidance on derecognition, classification, interest and penalties,
      accounting in interim periods, disclosure, and transition.  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 was effective with the initial adoption
      of FIN 48.  The adoption of FIN 48 or FSP FIN 48-1 did not have a material
      effect on the Company’s 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.




**NOTE
      B — ORGANIZATION AND BUSINESS OPERATIONS**




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 (the “Units”) units from the Company in a private placement (the
“Private Placement”). The Units sold in the Private Placement were identical to
      the 11,304,500 Units sold in the Public 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 Public 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 Public
      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 of common stock issued in the Offering vote against
      the Business Combination or the holders of 20% or more of the shares of common
      stock 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
      C).





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. 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). There is no assurance that the
      Company will be able to successfully effect a Business Combination during this
      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.





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).






5
 Table
          of Contents




**NOTE
      C — INITIAL PUBLIC OFFERING**





On
      March
      8, 2006, the Company sold 11,304,500 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
      redeemable, at a price of $6.25 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 Public Offering, the Company paid the underwriters in 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
      liquidation of the Trust Fund and expiring five years from the date of the
      Public Offering. The Company has a right to redeem 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 redeems
      the Warrants, the holder will either have to exercise the Warrants by purchasing
      the common stock from the Company for $5.00 or the Warrants will
      expire.





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 the Public 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 Underwriter 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.





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





Investments
      held in the Trust Fund 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 the Trust Fund  as of June
      30 and March 31, 2007 include the following:





**June
                30,****2007****(Unaudited)**
            
            
            **March
                31, 2007****(Audited)**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)
            
            
            856,101
            
            
            
            489,025$
            66,471,351
            
            
            $
            66,104,275




(1)
            Through
                March 31, 2007, the Company has transferred approximately $2,150,000
                of
                Investment Earnings from the Trust Fund into its operating
                account.






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**NOTE
      E — NOTES PAYABLE TO S****TOCKHOLDERS**





The
      founding shareholders (the “Founders”) made three unsecured loans to the Company
      totaling $870,000 that came due on March 31, 2007. The notes all bore interest
      at 4% per annum. On April 6, 2007, $100,000, of the $870,000 in loans was
      repaid. One of the Founders 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 Founders was
      partially repaid. The Company paid the founding stockholder $500,000 plus
      some accrued interest, cancelled the note for $720,000 and issued the
      Founder a new note for $220,000. The remaining $50,000 not yet paid will be
      repaid. On May 8, 2007, the same Founder 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. Due to the short-term nature of the notes, the fair value of
      the
      notes approximates their carrying amount. Interest expense of approximately
      $8,310 and $8,300 has been included in the statement of operations for the
      three
      months ended June 30, 2007 and 2006, respectively in connection with these
      notes.





**NOTE
      F — RELATED PARTY TRANSACTION**





The
      Company has agreed to pay SJS Associates $5,000 a month until the consummation
      of a Business Combination. SJS Associates is a privately held company
      wholly owned by Mr. John Selvaraj, our Treasurer.  The monthly fees are
      paid for services rendered by John Selvaraj to the Company.  From inception
      to June 30, 2007, $30,000 was paid to SJS Associates for Mr. Selvaraj’s
      services.





The
      Company has agreed to pay Integrated Global Network, LLC (“IGN, LLC”), an
      affiliate of our Chairman and Chief Executive Officer, Mr. Mukunda,, an
      administrative fee of $4,000 per month for office space and general and
      administrative services from the closing of the Public Offering through the
      date
      of a Business Combination. From inception to June 30, 2007, approximately
      $60,000 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 June 30, 2007, the Company has incurred $118,810
      for legal services provided by ELP.





**NOTE
      G — COMMITMENTS AND CONTINGENCY**





In
      connection with the Public Offering and pursuant to an advisory agreement,
      the
      Company has engaged the Underwriter 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 Underwriter 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 fee of $90,000 will be paid to
      Ferris, Baker for facilitating the loan to the Company by Oliveira Capital,
      LLC,
      at the closing of a Business Combination.





Pursuant
      to letter agreements with the Company and the Underwriter, the Founders 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 of common stock included in the 170,000 Units they purchased
      in
      the Private Placement.




The
      Founder will be entitled to registration rights with respect to their shares
      of
      common stock acquired prior to the Public Offering and the shares of common
      stock 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 Founders
      have certain “piggy-back” registration rights on registration statements filed
      subsequent to the anniversary of the effective date of the Public
      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 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.





In
      connection with our proposed acquisition of  a wind energy farm from
      Chiranjjeevi Wind Energy Limited ("CWEL"), we have agreed to pay a Finders
      fee
      of 0.25% of the purchase price to Master Aerospace Consultants (Pvt) Ltd, a
      consulting firm located in India. The fee is contingent on the consummation
      of the transaction.









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**NOTE
          H –  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 I, 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 and is carried at cost. 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 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. If IGC does not consumate the transaction with CWEL by
          September 30, 2007, $187,500 will be returned to IGC.
  We
          have
          incurred $211,072 through June 30, 2007 in connection with our two acquisitions
          which is included as deferred acquisition costs in the accompanying balance
          sheet.
  **NOTE
          I – 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%. This amount is accounted for as a discount of the notes payable to
          Oliveira Capital, LLC. The amortization of this amount for the three months
          ended June 30, 2007 was $386,850.
 
 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.


**ITEM2.
      MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF
      OPERATIONS**





**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.  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
      “Plan of Operation” 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.





**Description
      of Business**




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 our initial Public Offering, our capital stock, debt or a combination of
      cash, capital stock or debt, to effect a business combination.





For
      the
      three months ended June 30, 2007, we had net income of $36,283, derived
      primarily from interest income related to the cash held in our trust account,
      net of legal, interest expense, formation, travel, and other start-up costs.
      For
      the period from April 29, 2005 (inception) through June 30, 2007, we had net
      income of $1,110,440, derived primarily from interest income related to the
      cash
      held in our trust account, net of legal, interest expense, formation, travel,
      other  and start-up costs and compensation expense.





For
      the
      three months ended June 30, 2006, we had net income of $432,388, derived
      primarily from interest income related to the cash held in our Trust Account,
      net of formation and other start-up costs.





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**Plan
      of Operation**





To
      date,
      we have entered into two definitive agreements relating to Business Combinations
      as described in our current reports on Form 8-K filed on February 12, 2007
      and
      on May 2, 2007.  As described in the referenced Form 8-Ks, we have
      identified the road building sector and the alternative energy sector.
      Currently, we are conducting due diligence and audits in accordance with U.S.
      generally accepted accounting principles on the companies that we propose to
      acquire.  We have completed the audited financial statements for MBL’s
      fiscal years ended March 31, 2004, 2005 and 2006. We expect to file a proxy
      statement to solicit stockholder approval to the proposed acquisitions as soon
      as the audit of MBL’s financial statements for the fiscal year ended March 31,
      2007 is completed.





We
      currently are not engaged in any business operations, and we do not expect
      to
      engage in, any substantive commercial business until the consummation of the
      proposed transactions described in our Form 8-K referenced
      above.   We expect these transactions to close in the fourth
      quarter.  Currently, our business activities consist solely of
      pursuing businesses with operations primarily in India in order to consummate
      a
      business combination. Our management is actively conducting due diligence on
      our
      two target companies and we anticipate that this will continue to be our only
      business activity until the consummation of a business combination. We also
      continue to review a number of other prospective target businesses.





The
      net
      proceeds from the sale of the Units in our initial public offering, our private
      placement to officers and directors, loans from our founders and the deferred
      offering costs were $63,845,850, after deducting offering expenses and
      underwriting discounts. This  amount is held in trust for the benefit
      of investors in our public offering (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.





We
      do not
      believe we will need additional financing to supplement the proceeds of our
      initial public offering, our private placement to officers and directors and
      loans from our founders in order to meet the expenditures required for operating
      our business. Interest earned on the Trust Account up to a maximum of
      $2,150,000, may be used to pay for business, legal and accounting due diligence
      on prospective acquisitions and continuing general and administrative expenses
      incurred by the Company prior to consummation of a business combination. As
      of
      December 31, 2006, the maximum amount of $2,150,000 was transferred into our
      operating account. We anticipate that the funds available to us outside of
      the
      Trust Account will be sufficient to sustain our business activities for
      approximately 24 months, assuming that a Business Combination is not
      consummated during that time. 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 a Business Combination.





To
      fund
      our purchase of a debenture in MBL, on February 5, 2007 we entered into a
      Note and Warrant Purchase Agreement dated as of February 5, 2007 (the
“Warrant Agreement”) with Oliveira Capital, LLC (“Oliveira”) pursuant to which
      we 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 our
      common stock (the “Warrant Shares”) at an initial exercise price of $5.00 per
      share.  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 we consummate 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 of a Business Combination and ending
      on
      March 2, 2011.




The
      proceeds held in the Trust Account are invested in government securities
      (Treasury Bills and money market funds) until the earlier of (i) the
      consummation of our first business combination or (ii) the distribution of
      the
      trust account. 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 (March 8, 2006), or 24 months from the consummation of the public
      offering if certain extension criteria have been satisfied (see “Plan of
      Operations****- *Timing of Business Combination*”
below), we will be forced to liquidate and the
      proceeds held in the trust
      account will be distributed to the Company’s public stockholders. However, our
      founding shareholders (shareholders prior to our public offering) will not
      participate in any liquidation distribution with respect to any shares of our
      common stock acquired in connection with or following the public offering.
      If we
      are forced to liquidate, the per-share liquidation may be less than the price
      at
      which public stockholders purchased their shares because of the expenses related
      to our initial public offering, our general and administrative expenses and
      the
      anticipated costs of seeking a business combination. Additionally, if third
      parties make claims against us, the offering proceeds held in the trust account
      could be subject to those claims, resulting in a further reduction to the
      per-share liquidation price.





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***Sources
      of target businesses***




Since
      our
      public offering, we have been actively engaged in sourcing a suitable business
      combination candidate.  As described above, we have two pending
      transactions that we will seek to consummate in coming months, subject to
      shareholder approval and other conditions.





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.





***Evaluation
      of target businesses***





In
      evaluating prospective target businesses, our management will likely consider,
      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.




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  The
        above
        criteria are not intended to be exhaustive. In addition, our initial business
        combination must be with one or more operating businesses that, collectively,
        have a fair market value of 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 the acquisition. 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 intend to conduct an extensive due diligence review
        that
        will encompass, among other things, meetings with incumbent management and
        inspection of facilities, as well as review of financial and other information
        that will be made available to us. Although our management intends to evaluate
        the risks inherent in a particular target business, we may not be able to
        properly ascertain or assess all significant risk factors.




After
      signing a definitive agreement for the acquisition of a target business, we
      will
      submit such transaction for stockholder approval. 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.





*Timing
      of business combination*




Pursuant
      to the terms of our public offering, we must complete a business combination
      within 18 months after the consummation of the public offering (March 8, 2006),
      or 24 months 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. We will
      have
      an extension period of six months for a total of 24 months from the consummation
      of the public offering in which to complete the business combination, if we
      enter into a letter of intent, an agreement in principle or a definitive
      agreement to complete a business combination prior to the expiration of 18
      months after the consummation of the public offering, but are unable to complete
      the business combination within the 18-month period. If we are unable to do
      so
      by the expiration of the 24-month period from the consummation of the public
      offering, 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.





**Employees**




We
      currently have two executive officers, one of whom is a  member of our
      board of directors, as well as five 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 work load brought
      on
      by the MBL and CWEL transactions.




Mr.
      Ram
      Mukunda, our President and Chief Executive Officer is dedicated full time to
      conducting due diligence on the target companies that we have
      identified.  Our Chairman, Dr. Ranga Krishna and our Treasurer, Mr.
      Selvaraj, are dedicated part time in helping with the due diligence on the
      target companies.  Following a business combination, or an agreement
      for a business combination we may recruit additional managers to supplement
      the
      incumbent management of the target business or businesses, and we expect to
      hire
      full-time employees as well.





**Off
      Balance Sheet Arrangements**




Options
      and warrants issued in conjunction with our initial public offering are equity
      linked derivatives; accordingly, they 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.





**Quantitative
      and Qualitative Disclosures About Market Risk**




Market
      risk is the sensitivity of income to changes in interest rates, foreign
      exchanges, commodity prices, equity prices and other market-driven rates or
      prices. We are not presently engaged in and, if a suitable business target
      is
      not identified by us prior to the prescribed liquidation date of the trust
      account, we may not engage in, any substantive commercial business. Accordingly,
      we are not and, until such time as we consummate or, to the extent, that the
      acquisition price for a business combination may be denominated in a foreign
      currency, enter into an agreement to consummate, a business combination, we
      will
      not be exposed to risks associated with foreign exchange rates, commodity
      prices, equity prices or other market-driven rates or prices. The net proceeds
      of our initial public offering held in the trust account have been invested
      only
      government securities, such as Treasury Bills and money market funds, meeting
      conditions of the Investment Company Act of 1940. Given our limited risk in
      our
      exposure to money market funds, we do not view the interest rate risk to be
      significant.





**Item4.
      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 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 the 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.




Our
      management, including our President and Chief Executive Officer, Ram Mukunda,
      along with our Treasurer, John C. Selvaraj, have reviewed and evaluated the
      effectiveness of our disclosure controls and procedures as of June 30,
      2007.  Based upon this review and evaluation, these officers believe
      that our disclosure controls and procedures were effective as of that
      date.





Our
      management, consisting of our President and Chief Executive Officer and our
      Treasurer, have reviewed and evaluated any changes in our internal control
      over
      financial reporting that occurred as of June 30, 2007 and there has been no
      change that has materially affected or is reasonably likely to materially affect
      our internal control over financial reporting.






11
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**PART
      II. OTHER INFORMATION**





**Item
      1. Legal Proceedings**





None.





**Item
      1A. Risk Factors**




There
      have been no material changes from the factors discussed in Part I, Item 1A,
      Risk Factors in our Annual Report on Form 10-KSB for the year ended March 31,
      2007. In addition to the other information set forth in this report, you should
      carefully consider the factors discussed in Part I, Item 1A. Risk Factors in
      our
      Annual Report which could materially affect our business, financial condition
      or
      future results. The risks described in our Annual Report are not the only risks
      facing us. Additional risks and uncertainties not currently known to us or
      that
      we currently deem to be immaterial also may materially adversely affect our
      business, financial condition and/or operating results.]





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





**Unregistered
      Sales of Equity Securities**





On
      May 5,
      2005, we issued 1,750,000 shares of common stock for an aggregate consideration
      of $17,500 in cash, at an average purchase price of approximately $.01 per
      share, as follows:





**Name**
            
            **Number
                of Shares(1)**
            
            **Relationship
                to
                Us**Dr.
                Ranga Krishna
            
            
            250,000
            
            Chairman
                of the BoardRam
                Mukunda
            
            
            1,250,000
            
            Chief
                Executive Officer, President and DirectorJohn
                Cherin
            
            
            250,000
            
            Former
                Chief Financial Officer, Treasurer and
                Director





On
      June
      20, 2005, we issued 750,000 shares of common stock for an aggregate
      consideration of $7,500 in cash, at a purchase price of approximately $.01
      per
      share, as follows:





**Name**
            
            **Number
                of Shares(1)(2)(3)**
            
            **Relationship
                to Us**Parveen
                Mukunda
            
            
            425,000
            
            Chief
                Executive Officer’s spouseSudhakar
                Shenoy
            
            
            37,500
            
            DirectorSuhail
                Nathani
            
            
            37,500
            
            DirectorShakti
                Sinha
            
            
            12,500
            
            Special
                AdvisorDr.
                Prabuddha Ganguli
            
            
            12,500
            
            Special
                AdvisorDr.
                Anil K. Gupta
            
            
            25,000
            
            Special
                Advisor


____________


(1)
            The
                share numbers and per share purchase prices in this section reflect
                the
                effects of a 1-for-2 reverse split effected September 29,
                2005.





(2)
            Representing
                shares issued to our officers, directors and Special Advisors in
                consideration of services rendered or to be rendered to
                us.





(3)
            200,000
                of the 750,000 shares issued on June 20, 2005 were issued to former
                shareholders. On September 7, 2005 one former shareholder surrendered
                to
                the Company 62,500 shares, and on February 5, 2006 another former
                shareholder surrendered to the Company 137,500 shares. These 200,000
                shares were reissued as set forth
                below.





On
      February 5, 2006, we reissued the 200,000 shares of common stock for an
      aggregate consideration of $2,000 in cash at a price of approximately $.01
      per
      share as follows:





**Name**
            
            **Number
                of Shares**
            
            **Relationship
                to
                Us**Dr.
                Ranga Krishna
            
            
            100,000
            
            Chairman
                of the BoardJohn
                Cherin
            
            
            37,500
            
            Former
                Chief Financial Officer, Treasurer and DirectorLarry
                Pressler
            
            
            25,000
            
            Special
                AdvisorP.G.
                Kakodkar
            
            
            12,500
            
            Special
                AdvisorSudhakar
                Shenoy
            
            
            12,500
            
            DirectorSuhail
                Nathani
            
            
            12,500
            
            Director





The
      private placement offerings described above were not registered in reliance
      upon
      an exemption from registration under Section 4(2) of the Securities Act of
      1933
      and Rule 506 of Regulation D.  Registration was not required because
      the shares were sold to officers and directors of the issuer, who qualify as
      “accredited investors,” as defined in Rule 501(a) of Regulation D, as well as
      other persons who qualify as accredited investors.





A
      majority of the holders of these shares are entitled to make up to two demands
      that we register these shares pursuant to an agreement between these
      shareholders and the Company. The holders of the majority of these shares can
      elect to exercise these registration rights at any time after the date on which
      the lock-up period expires. After the Company receives the demand for
      registration, it will notify the other holders of these shares of their ability
      to include their shares in the registration. In addition, these stockholders
      have certain “piggy-back” registration rights on registration statements filed
      subsequent to such date. Piggy-back registration rights allow these shareholders
      to include their shares in a registered offering proposed by the Company. The
      Company will bear the expenses incurred in connection with the filing of any
      such registration statements.





These
      stockholders agreed to waive their 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 purchased
      in the private placement. Therefore, they will participate in any liquidation
      distribution with respect to any shares of common stock acquired in connection
      with or following the public offering. In addition, in connection with the
      vote
      required for our initial business combination, all of our existing stockholders,
      including all of our officers, directors and special advisors, have agreed
      to
      vote all of the shares of common stock owned by them, including those acquired
      in the private placement or during or after the public offering, in accordance
      with the majority of the shares of common stock voted by the public
      stockholders.





In
      addition to the foregoing private placement offerings, Ram Mukunda, John Cherin
      and Dr. Ranga Krishna purchased in the aggregate 170,000 units in the
      above-mentioned private placement offering immediately prior to the public
      offering, at a price equal to the price of the public offering, $6.00 per unit.
      This private placement offering was not registered in reliance upon an exemption
      from registration under Section 4(2) of the Securities Act of 1933 and Rule
      506
      of Regulation D. Registration was not required because the shares were sold
      to
      officers and directors of the issuer, who qualify as “accredited investors”, as
      defined in Rule 501(a) of Regulation D. As mentioned above, these stockholders
      agreed to waive their respective rights to participate in any liquidation
      distribution occurring upon our failure to consummate a business combination
      with respect to the shares purchased in this private placement
      offering.





The
      units
      purchased by the founding stockholders were identical to the units issued in
      the
      initial public offering, consisting of one share of common stock and two
      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 June 30, 2007,
      24,874,000 shares of common stock were reserved for issuance upon exercise
      of
      redeemable warrants, the Oliveira warrants and the underwriters’ purchase
      option.





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**Registered
      Offering Use of Proceeds**





The
      registration statement for the Company’s initial public offering was declared
      effective March 2, 2006. On March 8, 2006, the Company sold 11,304,500 units
      (“Units”) in the Public Offering, including the over-allotment option of
      1,474,500 Units exercised by the underwriters of 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.





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





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


____________


*
            Includes
                the over-allotment option of 1,474,500 Units exercised by the underwriters
                of the public offering




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 the 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 has been deposited in the Trust Account.
      The
      net proceeds from the 170,000 Units that were purchased in a private placement
      immediately prior to the public offering by our officers and directors were
      placed in the Trust Account, which they have agreed to forfeit 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.




As
      of
      March 31, 2007, the maximum amount of interest earned on the Trust Account
      of
      $2,150,000 was transferred to the Company’s operating account to pay for
      business, legal and accounting due diligence on prospective acquisitions and
      general and administrative expenses incurred by the Company prior to
      consummation of a business combination.





**Item3.
      Defaults Upon Senior Securities**





None.





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





None.





**Item
      5. Other Information**





There
      have been no material changes to the rights of our security holders during
      the
      period covered by this quarterly report.





**Item
      6. Exhibits**





The
      following exhibits are included in this report:





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.







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**SIGNATURES**





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






**INDIA
              GLOBALIZATION CAPITAL, INC.**August
                20,
                2007
            By:
            /s/ Ram
              MukundaRam
              MukundaChief
                Executive Officer, President and Director(Principal
                Executive Officer)


August
                  20,
                  2007
            By:
            /s/  John
              B.
              SelvarajJohn
                B. SelvarajTreasurer(Principal
              Financial and Accounting Officer)








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