##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
 þ
    
    Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934.
 For the quarterly period ended June 30, 2006
 OR
 o
    
    Transition report under Section 13 or 15(d) of the Exchange Act.
 For the transition period from  to
 Commission file number: 0001326205
 INDIA GLOBALIZATION CAPITAL, INC.
  Maryland
    
    20-2760393(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 4336 Montgomery Ave., Bethesda, Maryland 20814
  (301) 983-0998
   þ o
  o o þ
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TABLE OF CONTENTS  PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsItem 2. Managements Discussion and Analysis and Plan of OperationsItem 4. Controls and ProceduresPART II. OTHER INFORMATIONItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales of Equity Securities and Use of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Submission of Matters to a Vote of Security HoldersItem 5. Other InformationItem 6. ExhibitsSIGNATURESCertificationCertificationSection 1350 CertificationSection 1350 Certification    Table of Contents  
 PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 India Globalization Capital, Inc.
(a development stage company)
CONDENSED BALANCE SHEET
 June 30, 2006
    
    
    March 31, 2006(Unaudited)
    
    
    (Audited)(Restated)ASSETSCurrent Assets:Cash
    
    $
    563,856
    
    
    $
    2,210Investments held in Trust Fund
    
    
    65,713,970
    
    
    
    65,825,016Prepaid expenses and other current assets
    
    
    56,750
    
    
    
    76,766Total Current Assets
    
    
    66,334,576
    
    
    
    65,903,992Deferred tax assets
    
    
    35,200
    
    
    
    25,000Total Assets
    
    $
    66,369,776
    
    
    $
    65,928,992LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accrued expenses
    
    $
    61,501
    
    
    $
    286,105Notes payable to stockholders
    
    
    870,000
    
    
    
    870,000Taxes payable
    
    
    303,000
    
    
    
    70,000Due to Underwriters
    
    
    1,769,400
    
    
    
    1,769,400Total current liabilities
    
    
    3,003,901
    
    
    
    2,995,505Common stock subject to possible conversion, 2,259,770 at
conversion value (Note A)
    
    $
    12,762,785
    
    
    $
    12,762,785COMMITMENTSSTOCKHOLDERS EQUITYPreferred stock $.0001 par value;1,000,000 shares authorized; none issued and outstanding
    
    $
    
    
    
    $
    Common stock  $.0001 par value;75,000,000 shares authorized; issued and outstanding 13,974,500
    
    
    1,397
    
    
    
    1,397Additional paid-in capital
    
    
    50,613,145
    
    
    
    50,613,145Deficit accumulated during the development stage
    
    
    (11,452
    )
    
    
    (443,840
    )Total stockholders equity
    
    
    50,603,090
    
    
    
    50,170,702Total liabilities and stockholders equity
    
    $
    66,369,776
    
    
    $
    65,928,992
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India Globalization Capital, Inc.
(a development stage company)
CONDENSED STATEMENT OF OPERATIONS
 April 29, 2005(Date of Inception)throughJune 30, 2006
    
    

June 30, 2005
    
    
    June 30, 2006Legal and formation, travel and other start up costs
    
    $
    (120,313
    )
    
    
    (15,000
    )
    
    $
    (188,996
    )Compensation expense
    
    
    
    
    
    
    
    
    
    $
    (535,741
    )Interest expense
    
    $
    (8,300
    )
    
    
    
    
    
    $
    (13,300
    )Interest income
    
    $
    783,801
    
    
    
    
    
    
    $
    994,385Income (Loss) before income taxes
    
    $
    655,188
    
    
    
    (15,000
    )
    
    $
    256,348Provision for income taxes, net
    
    $
    222,800
    
    
    
    
    
    
    $
    267,800Net Income (Loss)
    
    $
    432,388
    
    
    
    (15,000
    )
    
    $
    (11,452
    )Net income per share: Basic and diluted
    
    $
    0.03
    
    
    $
    0.00Weighted average number of shares outstandingbasic and diluted
    
    
    13,974,500
    
    
    
    3,789,474
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##### Table of Contents



India Globalization Capital, Inc.
(a development stage company)
CONDENSED STATEMENT OF STOCKHOLDERS EQUITY
 DeficitAccumulatedAdditional
    
    
    during the
    
    
    TotalCommon Stock
    
    

Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    EquityIssuance 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 (62,500 shares on September 7, 2005
and 137,500 shares on February 5, 2006)
    
    
    (200,000
    )
    
    
    (20
    )
    
    
    20
    
    
    
    
    
    
    
    Issuance of common stock to founders at $.01 per share
on February 5, 2006
    
    
    200,000
    
    
    
    20
    
    
    
    537,721
    
    
    
    
    
    
    
    537,741Sale of 170,000 units in a private placement
    
    
    170,000
    
    
    
    17
    
    
    
    1,019,983
    
    
    
    
    
    
    
    1,020,000Sale of 11,304,500 units, net of underwriters discount
and offering expenses (including 2,259,770 shares
subject to possible conversion) and $100 from underwriters
option
    
    
    11,304,500
    
    
    
    1,130
    
    
    
    61,793,456
    
    
    
    
    
    
    
    61,794,586Proceeds subject to possible conversion of shares
    
    
    
    
    
    
    
    
    
    
    (12,762,785
    )
    
    
    
    
    
    
    (12,762,785
    )Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (443,840
    )
    
    
    (443,840
    )Balance at March 31, 2006
    
    
    13,974,500
    
    
    $
    1,397
    
    
    $
    50,613,145
    
    
    $
    (443,840
    )
    
    $
    50,170,702Unaudited:Net income for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    432,388
    
    
    
    432,388Balance at June 30, 2006
    
    
    13,974,500
    
    
    $
    1,397
    
    
    $
    50,613,145
    
    
    $
    (11,452
    )
    
    $
    50,603,090
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India Globalization Capital, Inc.
(a development stage company)
CONDENSED STATEMENT OF CASH FLOWS
 April 29, 2005(Date of Inception)Three months ended
    
    
    Three months ended
    
    
    throughJune 30, 2006
    
    
    June 30, 2005
    
    
    June 30, 2006Cash flows from operating activities:Net income (Loss)
    
    $
    432,388
    
    
    $
    (15,000
    )
    
    $
    (11,452
    )Adjustment to reconcile net income (loss) to net cash provided by (used in)
operating activities:Interest earned on Treasury Bills
    
    
    (774,739
    )
    
    
    
    
    
    
    (977,761
    )Non-cash
compensation expense
    
    
    
    
    
    
    
    
    
    
    535,741Deferred taxes
    
    
    (10,200
    )
    
    
    
    
    
    
    (35,200
    )Changes in:Prepaid expenses and other current assets
    
    
    20,016
    
    
    
    
    
    
    
    (56,750
    )Accrued expenses
    
    
    13,822
    
    
    
    15,000
    
    
    
    61,501Taxes payable
    
    
    233,000
    
    
    
    
    
    
    
    303,000Net cash used in operating activities
    
    
    (85,713
    )
    
    
    
    
    
    
    (180,921
    )Cash flows from investing activities:Purchase of treasury bills
    
    
    (196,843,092
    )
    
    
    
    
    
    
    (328,072,519
    )Maturity of treasury bills
    
    
    197,542,851
    
    
    
    
    
    
    
    263,322,851Decrease (increase) in cash held in trust
    
    
    186,026
    
    
    
    
    
    
    
    13,459Net Cash provided by (used in) investing activities
    
    
    885,785
    
    
    
    
    
    
    
    (64,736,209
    )Cash flows from financing activities:Issuance of common stock to founders
    
    
    
    
    
    
    25,000
    
    
    
    27,000Payments of offering costs
    
    
    (238,426
    )
    
    
    (89,300
    )
    
    
    (4,263,114
    )Proceeds from notes payable to stockholders
    
    
    
    
    
    
    100,000
    
    
    
    870,000Proceeds from issuance of underwriters option
    
    
    
    
    
    
    
    
    
    
    100Gross proceeds from initial public offering
    
    
    
    
    
    
    
    
    
    
    67,827,000Proceeds from private placement
    
    
    
    
    
    
    
    
    
    
    1,020,000Cash provided by (used in) financing activities
    
    
    (238,426
    )
    
    
    35,700
    
    
    
    65,480,986Net increase in cash
    
    $
    561,646
    
    
    $
    35,700
    
    
    $
    563,856Cash at the
beginning of the period
    
    
    2,210
    
    
    
    
    
    
    
    Cash at the
end of the period
    
    $
    563,856
    
    
    $
    35,700
    
    
    $
    563,856Supplemental schedule of non cash financing activities:Accrual of offering costs
    
    $
    
    
    
    $
    241,200
    
    
    $
    Accrual of deferred underwriters fees
    
    $
    
    
    
    $
    
    
    
    $
    1,769,400
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INDIA GLOBALIZATION CAPITAL, INC.
(a development stage company)
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
 NOTE A  BASIS OF PRESENTATION
       NOTE B  ORGANIZATION AND BUSINESS OPERATIONS
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NOTE C  INITIAL PUBLIC OFFERING
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NOTE D  INVESTMENTS HELD IN TRUST FUND
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June 30, 2006
    
    
    March 31, 2006(Unaudited)
    
    
    (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)(1)
    
    
    98,720
    
    
    
    209,766$
    65,713,970
    
    
    $
    65,825,016
 
 (1)
    
    Through June 30, 2006, the Company has transferred $879,041 of Investment
Earnings from the Trust Account into its operating account. NOTE E  NOTES PAYABLE TO STOCKHOLDERS
  NOTE F  RELATED PARTY TRANSACTION
   NOTE G  COMMON STOCK
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NOTE H  COMMITMENTS
    NOTE I  PREFERRED STOCK
  10




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
 Forward-Looking Statements
   Description of Business
    Plan of Operation
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Plan of Operations Timing of Business Combination
 Sources of target businesses
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
    
    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.
   Timing of business combination
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Employees
    Off Balance Sheet Arrangements
  Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
   
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


Unregistered Sales of Equity Securities
  Name
    
    Number of Shares(1)
    
    Relationship to UsDr. Ranga Krishna
    
    
    250,000
    
    
    Chairman of the BoardRam Mukunda
    
    
    1,250,000
    
    
    Chief Executive Officer, President and DirectorJohn Cherin
    
    
    250,000
    
    
    Chief Financial Officer, Treasurer and Director
  Name
    
    Number of Shares(1)(2)(3)
    
    Relationship to UsParveen 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.  Name
    
    Number of Shares
    
    Relationship to UsDr. Ranga Krishna
    
    
    100,000
    
    
    Chairman of the BoardJohn Cherin
    
    
    37,500
    
    
    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
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Registered Offering Use of Proceeds
   Aggregate price of the
    
    
    
    
    
    
    Aggregate price of theAmount Registered*
    
    amount registered
    
    
    Amount Sold
    
    
    amount sold to date11,304,500 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  
 Item 3. Defaults Upon Senior Securities
  
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Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
  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.
 
 SIGNATURES
  INDIA GLOBALIZATION CAPITAL, INC.Date:
    
    August 21, 2006
    
    
    
    /s/ Ram MukundaRam MukundaChief Executive Officer, President and Director(Principal Executive Officer)Date:
    
    August 21, 2006
    
    
    
    /s/ John CherinJohn CherinChief Financial Officer, Treasurer and Director(Principal Financial and Accounting Officer)
 17