**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549





**FORM
      10-K**


**ANNUAL
      REPORT**


**PURSUANT
      TO SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





**xANNUAL
      REPORT PURSUANT
      TO SECTION 13 OR 15(d) OF THE SECURITIES AND**


**EXCHANGE
      ACT OF 1934**





For
      the
      fiscal year ended December 31, 2006





OR





**oTRANSITION
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND**


**EXCHANGE
      ACT OF 1934**





For
      the
      transition period from ________________ to ________________





Commission
        File No.: 001-32941
 
 **Phoenix
        India Acquisition Corp.**
  
 Name
        of
        issuer as specified in its charter)
 
 Delaware
              20-3195916(State
                  or other jurisdiction of
              (I.R.S.
                  Employerincorporation
                  or organization)
              Identification
                  No.)590
                  Madison Avenue, 6th Floor,New
                  York, New York,
              10022(address
                  of principal executive offices)
              (Zip
                  Code)





Registrant's
      telephone number, including area code: (212) 734-4600





**Securities
      registered pursuant to Section 12(b) of the Act: None**





**Securities
      registered pursuant to Section 12(g) of the Act:**





**Common
      Stock, $.0001 par value**


(Title
      of
      Class)





**Common
      Stock Purchase Warrants**


(Title
      of
      Class)





**Units
      consisting of one share of Common Stock and one**


**Common
      Stock Purchase Warrant**


(Title
      of
      Class)




Indicate
        by check mark if the registrant is a well-known seasoned issuer, as defined
        in
        Rule 405 of the Securities Act. Yes oNox


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





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.




Yes x No
o




Indicate
      by check mark if disclosure of delinquent filers pursuant to item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of the registrant's knowledge in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K. x





Indicate
      by check mark if the registrant is a large accelerated filer, an accelerated
      filer or a non-accelerated filer.





Large Accelerated Filer o
              Accelerated Filer o
              Non-Accelerated Filer x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).




Yes x No
o





The
      aggregate market value of the voting and non-voting stock held by non-affiliates
      of the Issuer was $52,460,481 based upon the closing price of Issuer's Common
      Stock, $.0001 par value, as of June 30, 2006, which is the last business day
      of
      the registrant’s most recently completed second fiscal quarter, as reported by
      the OTCBB, was $7.25. The number of shares of the registrants’ common stock
      outstanding as of March 15, 2007 was 8,966,796.





**DOCUMENTS
      INCORPORATED BY REFERENCE: NONE**









TABLE
                OF CONTENTSPart
                I1.
            Business
            
            31A.
            Risk
                Factors
            
            91B.
            Unresolved
                Staff Comments
            
            192.
            Properties
            
            193.
            Legal
                Proceedings
            
            194.
            Submission
                of Matters to a Vote of Security Holders
            
            19Part
                II5.
            Market
                for Registrant’s Common Equity, Related Stockholder Mattersand
                Issuer Purchases of Equity Securities
            
            206.
            Selected
                Financial Data
            
            237.
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            
            237A.
            Quantitative
                and Qualitative Disclosures About Market Risks
            
            258.
            Financial
                Statements and Supplementary Data
            
            259.
            Changes
                In and Disagreements With Accountants on Accounting andFinancial
                Disclosure
            
            259A.
            Controls
                and Procedures
            
            259B.
            Other
                Information
            
            26Part
                III10.
            Directors
                and Executive Officers of the Registrant
            
            2611.
            Executive
                Compensation
            
            2812.
            Security
                Ownership of Certain Beneficial Owners and Managementand
                Related Stockholder Matters
            
            3013.
            Certain
                Relationships and Related Transactions
            
            3014.
            Principal
                Accountant Fees and Services
            
            32Part
                IV15.
            Exhibits
                and Financial Statement Schedules
            
            32




2




**Item
      1. Business**





***Introduction***





We
      are a
      blank check company organized under the laws of Delaware incorporated on July
      13, 2005 in order to serve as a vehicle for the acquisition of an operating
      business through a merger, capital stock exchange, asset acquisition or other
      similar business combination. We intend to focus our efforts on identifying
      within the information technology, information technology enabled service and
      information technology enabled products (IT/ITES/ITEP) industries, a prospective
      target business (or businesses), including those in the knowledge process
      outsourcing, or KPO, and business process outsourcing, or BPO, sectors operating
      in India.





*Industry
      Overview*





Current
      global macroeconomic conditions and intense competitive pressures have forced
      companies to focus on their core activities and outsource critical but non-core
      activities to companies that specialize in such non-core functions. Outsourcing
      enables companies to reduce their operating costs, realize benefits of scale
      and
      flexible cost structures and achieve significant process
      improvements.





KPO
      involves processes that demand advanced information search, analytical,
      interpretation and technical skills as well as some judgment and decision
      making. Typical users of KPO services include market research and consulting
      firms, pharmaceutical and biotechnology companies, investment banks and
      financial services institutions, industry associations, media, publishing and
      database firms and corporate planning departments of large companies. Examples
      of KPO functions are:





·
            Intellectual
                property or patent research;


·
            Pharmaceutical
                and biotechnology research and development (including clinical
                trials);


·
            Generic
                drug raw material supply, manufacturing and
                packaging;


·
            Paralegal
                and medical transcription services;


·
            Data
                mining;


·
            Database
                creation; and


·
            Analytical
                services, such as equity research, econometric modeling, competitive
                intelligence, industry reports and financial
                modeling.





BPO
      involves more routine information technology processes, including:





·
            Billing,
                accounting and other financial
                services;


·
            Software
                research and development and related support functions;
                and


·
            Transaction
                processing, including customer service
                operations.





According
      to the Indian National Association of Software and Service Companies’ (NASSCOM)
      Strategic Review Report 2005, the total combined Indian information technology
      services and IT-enabled services export market for the fiscal year ended March
      31, 2005 was nearly $18 billion. According to NASSCOM’s Strategic Review Report
      2005, the total Indian IT services and IT-enabled services export market is
      projected to grow to approximately $48 billion by fiscal 2009. The growth in
      the
      Indian KPO and BPO market is based on several factors:





·
            Established
                capability for providing highest quality standards. SEI-CMM is the
                Software Engineering Institute’s Capability Maturity Model, which assesses
                the quality of organizations’ management system processes and
                methodologies. According to NASSCOM’s Strategic Review Report 2005, out of
                the 275 companies which have various quality certifications, 75 are
                assessed at SEI-CMM Level 5, their highest ranking.


·
            Large,
                highly skilled, relatively low cost English-speaking labor pool.
                According
                to NASSCOM Strategic Review Report 2005, the Indian IT industry employed
                nearly 700,000 software professionals as of March 31, 2005, making
                it the
                second largest employer in the IT services industry after the United
                States. Approximately 250,000 engineering degree and diploma holders
                enter
                the workforce annually, with a majority of them entering the IT industry.
                According to this report, companies could expect total savings of
                approximately 25% to 50% by using offshore processes primarily because
                of
                the differential in wages paid by these companies in comparison to
                their
                India-based counterparts. Although wages in India may be rising at
                a
                faster pace than wages paid offshore, the labor rate differential
                is
                currently anticipated to remain a competitive advantage for Indian
                companies.






3




·
            Time
                differential which allows 24-hour a day service. With the time
                differential between India and its largest market, the United States,
                Indian companies are able to provide a combination of onsite and
                offshore
                services on a 24-hour basis on specific
                projects.





***Effecting
      a business combination***





*General*





We
      are
      not presently engaged in, and we will not engage in, any substantive commercial
      business for an indefinite period of time. We intend to utilize the proceeds
      of
      our public offering and the private placement, (excluding any funds held for
      the
      benefit of Rodman & Renshaw, LLC or redeeming stockholders), our capital
      stock, debt or a combination of these in effecting a business combination.
      A
      business combination may involve the acquisition of, or merger with, a company
      which does not need substantial additional capital but which desires to
      establish a public trading market for its shares, while avoiding what it may
      deem to be adverse consequences of undertaking a public offering itself. These
      include time delays, significant expense, loss of voting control and compliance
      with various Federal and state securities laws. In the alternative, we may
      seek
      to consummate a business combination with a target business that may be
      financially unstable or in its early stages of development or growth. We may
      also seek to effect a business combination with more than one target business,
      although this may entail the simultaneous acquisitions of several operating
      businesses at the same time. Notwithstanding a business combination with of
      one
      or more operating businesses, or assets in the energy industry, or a combination
      thereof, our initial business combination will be with a target business or
      businesses with a collective fair market value that is at least 80% of the
      amount in the trust account (excluding any funds held for the benefit of Rodman
      & Renshaw, LLC or redeeming stockholders) at the time of such
      acquisition.





Subject
      to the limitation that a target business or businesses have a fair market value
      of at least 80% of our net assets (excluding any funds held for the benefit
      of
      Rodman & Renshaw, LLC) at the time of the acquisition, as described below in
      more detail, we will have virtually unrestricted flexibility in identifying
      and
      selecting a prospective acquisition candidate. Accordingly, there is no basis
      for investors in our public offering to evaluate the possible merits or risks
      of
      the target business (or businesses) with which we may ultimately complete a
      business combination. To the extent we effect a business combination with a
      financially unstable company or an entity in its early stage of development
      or
      growth, including entities without established records of sales or earnings,
      we
      may be affected by numerous risks inherent in the business and operations of
      financially unstable and early stage or potential emerging growth companies.
      Although our management will endeavor to evaluate the risks inherent in a
      particular target business, we cannot assure you that we will properly ascertain
      or assess all significant risk factors.





*Sources
      of target businesses*





We
      anticipate that target business candidates will be brought to our attention
      from
      various unaffiliated sources, including investment bankers, venture capital
      funds, private equity funds, leveraged buyout funds, management buyout funds
      and
      other members of the financial community who are aware that we are seeking
      a
      business combination partner via public relations and marketing efforts, direct
      contact by management or other similar efforts, who may present solicited or
      unsolicited proposals. Our officers and directors, as well as their affiliates,
      may also bring to our attention target business candidates. While our officers
      and directors make no commitment as to the amount of time they will spend trying
      to identify or investigate potential target businesses, they believe that the
      various relationships they have developed over their careers, together with
      their direct inquiry, will generate a number of potential target businesses
      that
      will warrant further investigation. Except for the administrative fee or the
      option to purchase a number of units as would maintain the respective ownership
      percentages of the existing stockholders in the event that the underwriters’
over-allotment option is exercised, in no event will we pay any of our existing
      officers, directors or stockholders, or any entity with which they are
      affiliated any finder’s fee or other compensation for services rendered to us
      prior to or in connection with the consummation of a business combination.
      We
      may pay fees or compensation to third parties for their efforts in introducing
      us to potential target businesses. In addition, none of our officers, directors
      or existing stockholders will receive any finder’s fees, consulting fees or any
      similar fees from any person or entity in connection with any business
      combination involving us, other than any compensation or fees that may be
      received for any services provided following such business
      combination.





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





Subject
      to the requirement that our initial business combination must be with a target
      business or businesses with a collective fair market value that is at least
      80%
      of our net assets (excluding any funds held for the benefit of Rodman &
Renshaw, LLC) at the time of such acquisition, our management will have
      virtually unrestricted flexibility in identifying and selecting a prospective
      target business in the KPO and BPO sectors in India. We have not conducted
      any
      specific research on such industries to date, nor have we conducted any research
      with respect to identifying the number and characteristics of the potential
      acquisition candidates or the likelihood or probability of success of any
      proposed business combination. In evaluating a prospective target business,
      our
      management will conduct the necessary business, legal and accounting due
      diligence on such target business and will consider, among other factors, the
      following:




4




·
            Financial
                condition and results of operation;


·
            Earnings
                and growth potential;


·
            Experience
                and skill of management and availability of additional personnel;


·
            Key
                customer relationships and goodwill;


·
            Capital
                requirements;


·
            Competitive
                position;


·
            Need
                for compliance with GAAP, SEC and Sarbanes-Oxley
                requirements;


·
            Domestic
                and foreign competition;


·
            Proprietary
                features and degree of intellectual property or other protection
                of the
                products, processes or services;


·
            Regulatory
                environment of the industry; and


·
            Costs
                associated with effecting the business
                combination.





These
      criteria are not intended to be exhaustive. Any evaluation relating to the
      merits of a particular business combination will be based, to the extent
      relevant, on the above factors, as well as other considerations deemed relevant
      by our management in effecting a business combination consistent with our
      business objective. In evaluating a prospective target business, we will conduct
      an extensive due diligence review which will encompass, among other things,
      meetings with incumbent management, where applicable, and inspection of
      facilities, as well as review of financial and other information which will
      be
      made available to us.





The
      time
      and costs required to select and evaluate a target business and to structure
      and
      complete the business combination cannot presently be ascertained with any
      degree of certainty. Any costs incurred with respect to the identification
      and
      evaluation of a prospective target business with which a business combination
      is
      not ultimately completed will result in a loss to us and reduce the amount
      of
      capital available to otherwise complete a business combination. However, we
      will
      not pay any finder’s or consulting fees to our existing stockholders, or any of
      their respective affiliates, for services rendered to or in connection with
      a
      business combination.





*Difficulties
      in acquiring more than one business in a business combination.*





Although
      we will consider acquiring more than one business in a business combination,
      we
      may not be able to acquire more than one target business because of various
      factors, including possible complex accounting issues, which would include
      generating pro forma financial statements reflecting the operations of several
      target businesses as if they had been combined, and numerous logistical issues,
      which could include attempting to coordinate the timing of due diligence and
      negotiations, proxy statement disclosure, foreign exchange or other clearances
      and closings with multiple target businesses. In addition, we would also be
      exposed to the risk that conditions to closings with respect to the acquisition
      of one or more of the target businesses would not be satisfied, bringing the
      fair market value of the initial business combination below the required fair
      market value of 80% of our net assets threshold (excluding any funds held in
      the
      trust account for the benefit of Rodman & Renshaw, LLC).





*Fair
      market value of target business (or businesses)*





The
      initial target business or businesses that we acquire must have a collective
      fair market value equal to at least 80% of our net assets (excluding any funds
      held in the trust account for the benefit of Rodman & Renshaw, LLC) at the
      time of such acquisition, including any amount held in the trust fund subject
      to
      the redemption rights described below, although we may acquire a target business
      whose fair market value significantly exceeds 80% of our net assets (excluding
      any funds held in the trust account for the benefit of Rodman & Renshaw,
      LLC). To this end, we may seek to raise additional funds through a private
      offering of debt or equity securities if such funds are required to consummate
      such a business combination although we have not entered into any such
      arrangement and do not currently anticipate effecting such a financing
      arrangement. However, if we did enter into such an arrangement, it would only
      be
      consummated simultaneously with the consummation of the business combination.
      The fair market value of such business (or businesses) will be determined by
      our
      board of directors based upon standards generally accepted by the financial
      community, such as actual and potential sales, earnings and cash flow and book
      value. If our board is not able to independently determine the fair market
      value
      of a target business, we will obtain an opinion from an unaffiliated,
      independent investment banking firm which is a member of the National
      Association of Securities Dealers, Inc. with respect to the satisfaction of
      such
      criteria. Since any opinion, if obtained, would merely state that the fair
      market value meets the 80% of net assets threshold, it is not anticipated that
      copies of such opinion would be distributed to our stockholders, although copies
      will be provided to stockholders who request it. We will not be required to
      obtain an opinion from an investment banking firm as to the fair market value
      if
      our board of directors independently determines that the target business has
      sufficient fair market value. However, we have agreed not to consummate a
      business combination with an entity which is affiliated with any of our existing
      stockholders unless we obtain a fairness opinion from an independent investment
      banking firm.




5




*Possible
      lack of business diversification*





While
      we
      may seek to effect a business combination with more than one target business,
      our initial business combination must be with one or more target businesses
      which satisfies the minimum valuation standard at the time of such acquisition,
      as discussed above. Consequently, it is likely that we will have the ability
      to
      effect only one business combination, although this may entail simultaneous
      acquisitions of several entities at the same time. We may not be able to acquire
      more than one target business because of various factors, including possible
      complex domestic or international accounting issues, which would include
      generating pro forma financial statements reflecting the operations of several
      target businesses as if they had been combined, and numerous logistical issues,
      which could include attempting to coordinate the timing of negotiations, proxy
      statement disclosure and other legal issues and closings with multiple target
      businesses. In addition, we would also be exposed to the risks that conditions
      to closings, with respect to the acquisition of one or more of the target
      businesses, would not be satisfied bringing the fair market value of the initial
      business combination below the required fair market value of 80% of net assets
      threshold. Accordingly, for an indefinite period of time, the prospects for
      our
      future viability may be entirely dependent upon the future performance of a
      single business. Unlike other entities which may have the resources to complete
      several business combinations of entities operating in multiple industries,
      or
      multiple areas of a single industry, it is probable that we will not have the
      resources to diversify our operations or benefit from the possible spreading
      of
      risks or offsetting of losses. By consummating a business combination with
      only
      a single entity, our lack of diversification may:





·
            Subject
                us to numerous economic, competitive and regulatory developments,
                any or
                all of which may have a substantial adverse impact upon the particular
                industry in which we may operate subsequent to a business combination;
                and


·
            Result
                in our dependency upon the development or market acceptance of a
                single or
                limited number of products, processes or
                services.





Additionally,
      since our business combination may entail the simultaneous acquisitions of
      several entities at the same time and may be with different sellers, we will
      need to convince such sellers to agree that the purchase of their entities
      is
      contingent upon the simultaneous closings of the other
      acquisitions.





*Limited
      ability to evaluate the target business’ management*





Although
      we expect all of our management to remain associated with us following a
      business combination, there can be no assurance that any or all will maintain
      such association. It is likely that the management of the target business (or
      businesses) at the time of the business combination will remain in place, and
      we
      may employ other personnel following the business combination. Although we
      intend to closely scrutinize the management of a prospective target business
      when evaluating the desirability of effecting a business combination, we cannot
      assure you that our assessment of the target business’ management will prove to
      be correct. In addition, we cannot assure you that the future management will
      have the necessary skills, qualifications or abilities to manage a public
      company. Furthermore, the future role of our officers and directors, if any,
      in
      the target business cannot presently be stated with any certainty. Moreover,
      our
      current management will only be able to remain with the combined company after
      the consummation of a business combination if they are able to negotiate and
      agree to mutually acceptable employment terms in connection with any such
      combination, which terms would be disclosed to stockholders in any proxy
      statement relating to such transaction. While it is possible that one or more
      of
      our directors will remain associated in some capacity with us following a
      business combination, it is unlikely that any of them will devote their full
      efforts to our affairs subsequent to a business combination. Moreover, we cannot
      assure you that our officers and directors will have significant experience
      or
      knowledge relating to the operations of the particular target business (or
      businesses).




6




Following
      a business combination, we may seek to recruit additional managers to supplement
      the incumbent management of the target business (or businesses). We cannot
      assure you that we will have the ability to recruit additional managers, or
      that
      those additional managers will have the requisite skills, knowledge or
      experience necessary to enhance the incumbent management.





*Opportunity
      for stockholder approval of business combination*





Prior
      to
      the completion of a business combination, we will submit the transaction to
      our
      stockholders for approval, even if the nature of the acquisition is such that
      it
      would not ordinarily require stockholder approval under applicable state law.
      In
      connection with seeking stockholder approval of a business combination, we
      will
      furnish our stockholders with proxy solicitation materials prepared in
      accordance with the Securities Exchange Act of 1934, which, among other matters,
      will include a description of the operations of the target business and audited
      historical financial statements of the target business (or businesses) based
      on
      GAAP.





In
      connection with the vote required for any business combination, all of our
      existing stockholders, including all of our officers and directors, have agreed
      to vote their respective shares of common stock owned by them prior to the
      private placement (including shares issuable upon exercise of their options)
      in
      accordance with the majority of the shares of common stock voted by the public
      stockholders. Our officers and directors have agreed to vote any shares they
      acquired in the private placement, our public offering or the aftermarket in
      favor of any business combination negotiated by our officers. Accordingly,
      they
      will not be entitled to exercise any redemption rights (described below) for
      public stockholders who vote against the business combination. We will proceed
      with the business combination only if a majority of the shares of common stock
      voted by the public stockholders are voted in favor of the business combination
      and public stockholders owning less than 20% of the aggregate number of shares
      sold in our public offering and the private placement exercise their redemption
      rights.





*Redemption
      rights*





At
      the
      time we seek stockholder approval of any business combination, we will offer
      each public stockholder the right to have such stockholder’s shares of common
      stock redeemed for cash if the stockholder votes against the business
      combination and the business combination is approved and completed. The actual
      per-share redemption price will be equal to the amount in the trust account
      (exclusive of the proceeds of the private placement) calculated as of two
      business days prior to the consummation of the proposed business combination
      (net of taxes payable)), inclusive of any interest and the deferred portion
      of
      the underwriters’ discount, net of taxes payable, divided by the number of
      shares sold in our public offering. Without taking into any account interest
      earned on the trust account, the initial per-share redemption price would be
      approximately $7.65 or $0.35 less than the per-unit offering price of $8.00.
      An
      eligible stockholder may request redemption at any time after the mailing to
      our
      stockholders of the proxy statement and prior to the vote taken with respect
      to
      a proposed business combination at a meeting held for that purpose, but the
      request will not be granted unless the stockholder votes against the business
      combination and the business combination is approved and completed. If a
      stockholder votes against the business combination but fails to properly
      exercise his, her or its redemption rights, such stockholder will not have
      his,
      her or its shares of common stock redeemed for its pro rata distribution of
      the
      trust account. Any request for redemption, once made, may be withdrawn at any
      time up to the date of the meeting. It is anticipated that the funds to be
      distributed to stockholders entitled to redeem their shares who elect redemption
      will be distributed promptly after completion of a business combination. Public
      stockholders who redeem their stock into their share of the trust account still
      have the right to exercise the warrants that they received as part of the units.
      We will not complete any business combination if public stockholders, owning
      20%
      or more of the aggregate number of shares sold in our public offering and the
      private placement exercise their redemption rights. These redemption provisions,
      which are contained in our certificate of incorporation, cannot be amended
      without the affirmative vote of 95% of the shares sold in our public offering
      and the private placement.





*Liquidation
      if no business combination*





If
      we do
      not complete a business combination within 18 months after the consummation
      of
      our public offering, or within 24 months if the extension criteria described
      below have been satisfied, we will be dissolved and will 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
      (net of taxes payable and up to $1,250,000 of interest earned on the trust
      account that may be released to us) plus any remaining net assets. These
      liquidation provisions, which are contained in the investment management trust
      agreement, cannot be amended without the affirmative vote of 100% of the public
      stockholders. The provisions are also set forth in our certificate of
      incorporation, an amendment to which requires the affirmative vote of 95% of
      the
      shares sold in our public offering and the private placement. Our existing
      stockholders have waived their rights to participate in any liquidation
      distribution with respect to shares of common stock owned by them immediately
      prior to our public offering. Additionally, the underwriters have agreed to
      forfeit any rights to, or claims against, the proceeds held in the trust
      account, which includes a portion of their discount. There will be no
      distribution from the trust account with respect to our warrants, which will
      expire worthless.




7




If
      we are
      unable to consummate a business combination and expend all of the net proceeds
      of our public offering, other than the proceeds deposited in the trust account,
      and without taking into account interest, if any, earned on the trust account,
      the initial per-share liquidation price would be approximately $7.77 (of which
      approximately $0.16 per share is attributable to the underwriters’ discount
      which was deposited into the trust account and will be distributed to the public
      stockholders in the event of our liquidation), or approximately $0.32 less
      than
      the per-unit offering price of $8.00. Because the initial per-share redemption
      price is lower than the $8.00 per-unit offering price and may be lower than
      the
      market price of the common stock on the date of redemption, there may be a
      perceived disincentive on the part of public stockholders to exercise their
      redemption rights. The proceeds deposited in the trust account could, however,
      become subject to the claims of our creditors, which could be prior to the
      claims of our public stockholders. Each member of our board of directors has
      agreed, pursuant to agreements with us and Rodman & Renshaw, LLC, that if we
      liquidate prior to the consummation of a business combination, they will be
      personally liable to pay the debts and obligations owed by us to vendors for
      services rendered or products sold to us in excess of the net proceeds of our
      public offering not held in the trust account, but only to the extent necessary
      to ensure that such loss, liability, claim, damage or expense does not reduce
      the amount in the trust account. It is our intention that all vendors,
      prospective target businesses and other entities that we engage will execute
      agreements with us waiving any right to the monies held in the trust account.
      If
      any third party refused to execute an agreement waiving such claims, we would
      perform an analysis of the alternatives available to us and evaluate if such
      engagement would be in the best interest of our stockholders, if such third
      party refused to waive such claims. Examples of possible instances where we
      may
      engage a third party that had refused to execute a waiver include the engagement
      of a third party consultant whose particular expertise or skills are believed
      by
      management to be superior to those of other consultants that would agree to
      execute a waiver, or in cases where management does not believe it would be
      able
      to find a provider of required services willing to provide the waiver. We cannot
      assure you, however, that they would be able to satisfy those obligations.
      Further, they will not be personally liable to pay debts and obligations to
      prospective target businesses if a business combination is not consummated
      with
      such prospective target businesses, or for claims from any other entity other
      than vendors. Accordingly, we cannot assure you that the actual per-share
      liquidation price will not be less than approximately $7.77, plus interest
      (net
      of taxes payable and up to $1,250,000 of interest earned on the trust account
      that may be released to us), due to claims of creditors.





If
      we
      enter into either 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 our public offering, but are unable to complete
      the business combination within the 18-month period, then we will have an
      additional six months in which to complete the business combination contemplated
      by the letter of intent, agreement in principle or definitive agreement. If
      we
      are unable to do so by the expiration of the 24-month period from the
      consummation of our public offering, we will then liquidate. The trustee of
      the
      trust account will immediately commence liquidating the investments constituting
      the trust account and will turn over the proceeds to our transfer agent for
      distribution to our public stockholders.





Our
      public stockholders shall be entitled to receive funds from the trust account
      only in the event of our liquidation or if the stockholders seek to redeem
      their
      respective shares for cash upon a business combination which the stockholder
      voted against and which is actually completed by us. In no other circumstances
      shall a stockholder have any right or interest of any kind to or in the trust
      account.





***Competition***





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




8




·
            Our
                obligation to seek stockholder approval of a business combination
                and to
                obtain the necessary financial information to be included in the
                proxy
                statement to be sent to stockholders in connection with such business
                combination may delay or prevent the completion of a transaction;


·
            Our
                obligation to redeem for cash shares of common stock held by our
                public
                stockholders in certain instances may reduce the resources available
                to us
                for a business combination;


·
            Our
                outstanding warrants, and the future dilution they potentially represent,
                may not be viewed favorably by certain target businesses;
                and


·
            The
                requirement to acquire one or more operating businesses that have
                a fair
                market value equal to at least 80% of our net assets (excluding any
                funds
                held in the trust account for the benefit of Rodman & Renshaw, LLC) at
                the time of the acquisition could require us to acquire several companies
                or closely related operating businesses at the same time, all of
                which
                sales would be contingent on the closings of the other sales, which
                could
                make it more difficult to consummate the business
                combination.





Any
      of
      these factors may place us at a competitive disadvantage in successfully
      negotiating a business combination. Our management believes, however, that
      to
      the extent that a target business (or businesses) is a privately held entity,
      our status as a well-financed public entity may give us a competitive advantage
      over entities having a similar business objective as ours in acquiring a target
      business with significant growth potential on favorable terms.





If
      we
      succeed in effecting a business combination, there will be, in all likelihood,
      intense competition from competitors of the target business. We cannot assure
      you that, subsequent to a business combination, we will have the resources
      or
      ability to compete effectively.





***Employees***





We
      have
      four officers, all of whom are also members of our board of directors. These
      individuals are not obligated to contribute any specific number of hours per
      week and intend to devote only as much time as they deem necessary to our
      affairs. The amount of time they will devote in any time period will vary based
      on the availability of suitable target businesses to investigate, although
      we
      expect each of them to devote a reasonable number of hours per week to our
      business. We do not intend to have any full time employees prior to the
      consummation of a business combination.





**Item
      1A. Risk factors**





**Risks
      associated with our business**





***We
      are a development stage company with no operating history and, accordingly,
      our
      stockholders will not have any basis on which to evaluate our ability to achieve
      our business objective.***




We
      are a
      development stage company with no operating results to date. Since we do not
      have an operating history, our stockholders will have no basis upon which to
      evaluate our ability to achieve our business objective, which is to acquire
      one
      or more operating businesses. We have not conducted any discussions and we
      have
      no plans, arrangements or understandings with any prospective acquisition
      candidates. We will not generate any revenues until, at the earliest, after
      the
      consummation of a business combination.





***If
      we are forced to liquidate before a business combination, our public
      stockholders will receive less than $8.00 per share upon distribution of the
      trust account and our warrants will expire worthless.***





If
      we are
      unable to complete a business combination and are forced to liquidate our assets
      (which will include the full amount in the trust account, including $2,265,500
      held for the benefit of Rodman & Renshaw, LLC and any interest earned
      thereon (net of taxes payable)), the per-share liquidation price will be less
      than approximately $7.77 per share, plus interest, if any (net of taxes payable
      and up to $1,250,000 of interest earned on the trust account that may be
      released to us to fund our working capital and repay management loans) because
      of the expenses of our initial public offering, our general and administrative
      expenses and the anticipated costs of seeking a business combination.
      Furthermore, there will be no distribution with respect to our outstanding
      warrants and, accordingly, the warrants will expire worthless if we liquidate
      before the completion of a business combination.





***Our
      stockholders will not be entitled to protections normally afforded to investors
      of blank check companies.***





Since
      the
      net proceeds of the initial public offering are intended to be used to complete
      a business combination with one or more target businesses that have not been
      identified, we may be deemed to be a “blank check” company under the United
      States securities laws. However, since we had net tangible assets in excess
      of
      $5,000,000 upon the successful consummation of the initial public offering
      and
      filed a Current Report on Form 8-K with the Securities and Exchange Commission
      upon consummation of the initial public offering, including an audited balance
      sheet demonstrating this fact, we are exempt from rules promulgated by the
      Securities and Exchange Commission to protect investors of blank check
      companies, such as Rule 419. Accordingly, investors were not be afforded the
      benefits or protections of those rules. Because we believe we are not subject
      to
      Rule 419, our units were immediately tradable, and we have a longer period
      of
      time to complete a business combination in certain circumstances.




9




***If
      third parties bring claims against us, the proceeds held in trust could be
      reduced and the per-share liquidation price received by stockholders may be
      less
      than $7.77 per share and the per share redemption price for redeeming
      stockholders could be less than $7.65.***





Our
      placing of funds in trust may not protect those funds from third party claims
      against us. Although we will seek to have vendors, prospective target businesses
      or other entities we hire or do business with execute agreements with us waiving
      any right, title, interest or claim of any kind in or to any monies held in
      the
      trust account for the benefit of our public stockholders, there is no guarantee
      that they will execute such agreements or, even if they execute such agreements,
      that they would be prevented from bringing claims against the trust account.
      If
      any third party refused to execute an agreement waiving such claims to the
      monies held in the trust account, we would perform an analysis of the
      alternatives available to us and evaluate if such engagement would be in the
      best interest of our stockholders. Examples of possible instances where we
      may
      engage a third party that has refused to execute a waiver include the engagement
      of a third party consultant whose particular expertise or skills are believed
      by
      management to be significantly superior to those of other consultants that
      would
      agree to execute a waiver or in cases where management is unable to find a
      provider of required services willing to provide the waiver. In addition, there
      is no guarantee that such entities will agree to waive any claims they may
      have
      in the future as a result of, or arising out of, any negotiations, contracts
      or
      agreements with us and will not seek recourse against the trust account for
      any
      reason. Accordingly, the proceeds held in trust could be subject to claims
      which
      could take priority over the claims of our public stockholders and the per-share
      liquidation price could be less than approximately $7.77, plus interest (net
      of
      taxes payable and up to $1,250,000 of interest earned on the trust account
      that
      may be released to us to fund our working capital and repay management loans),
      due to claims of such creditors. If we are unable to complete a business
      combination and are forced to liquidate, our officers and directors, severally,
      in accordance with their respective beneficial ownership interests in us, will
      be personally liable to ensure that the proceeds in the trust account are not
      reduced by the claims of various vendors (which does not include, for example,
      third party creditors) for services rendered or contracted for or products
      sold
      to us, but only to the extent necessary to ensure that such loss, liability,
      claim, damage or expense does not reduce the amount in the trust account.
      However, we cannot assure our stockholders that they will be able to satisfy
      those obligations. Further, they will not be personally liable to pay debts
      and
      obligations to prospective target businesses, if a business combination is
      not
      consummated with such prospective target businesses, or for claims from any
      entity other than vendors. Accordingly, the proceeds held in trust could be
      subject to claims which could take priority over the claims of our public
      stockholders and the per-share liquidation price could be less than
      approximately $7.77, plus interest (net of taxes payable and up to $1,250,000
      of
      interest earned on the trust account that may be released to us to fund our
      working capital and repay management loans), due to claims of such creditors.
      In
      addition, such third party claims could result in the per share redemption
      price
      received by stockholders who vote against a business combination and elect
      to
      redeem their shares for cash being less than approximately $7.65 per-share,
      plus
      interest (net of taxes payable and interest previously released to
      us).





***Since
      we have not currently selected any target business with which to complete a
      business combination, investors are unable to currently ascertain the merits
      or
      risks of the target business’ operations.***





Since
      we
      have not yet identified a prospective target business, investors have no current
      basis to evaluate the possible merits or risks of the target business’
operations. To the extent we complete a business combination with a financially
      unstable company or an entity in its development stage, we may be affected
      by
      numerous risks inherent in the business operations of those entities. Although
      our management will endeavor to evaluate the risks inherent in a particular
      target business, we cannot assure our stockholders that we will properly
      ascertain or assess all of the significant risk factors.


10


***We
      will be dependent upon interest earned on the trust account to fund our search
      for a target company and consummation of a business
      combination.***




As
      of the
      date of this report, we have approximately $586,000 available to us outside
      the
      trust account to fund our working capital requirements. We will be dependent
      upon sufficient interest being earned on the proceeds held in the trust account
      to provide us with the additional working capital we will need to search for
      a
      target company and consummate a business combination. While we are entitled
      to
      the interest earned on the trust account (net of taxes payable), up to a maximum
      of $1,250,000 (of which we have received approximately $907,000 as of December
      31, 2006), for such purpose and to repay working capital loans from management
      (of which we repaid approximately $180,000 as of December 31, 2006), if interest
      rates were to decline substantially, we may not have sufficient funds available
      to complete a business combination. In such event, we would need to borrow
      funds
      from our insiders or others or be forced to liquidate.





***Because
      there are numerous companies with business plans similar to ours seeking to
      effectuate business combinations, it may be more difficult for us to do
      so.***





Since
      August 2003, based upon publicly available information, approximately 92
      similarly structured blank check companies have completed initial public
      offerings, and numerous others have filed registration statements for initial
      public offerings. Of these companies, only 23 companies have consummated a
      business combination, while 21 other companies have announced they have entered
      into a definitive agreement for a business combination, but have not consummated
      such business combination. While, like us, some of those companies have specific
      industries in which they must complete a business combination, a number of
      them
      may consummate a business combination in any industry they choose. Moreover,
      we
      know of at least two companies which have filed a registration statement and
      seek to consummate a business combination in India. We may, therefore, be
      subject to competition from these and other companies seeking to consummate
      a
      business plan similar to ours, which, as a result, would increase demand for
      privately-held companies to combine with companies structured similarly to
      ours.
      Further, the fact that only a few of such companies have completed a business
      combination or entered into a definitive agreement for a business combination,
      may be an indication that there are only a limited number of attractive target
      businesses available to such entities, or that many privately held or publicly
      held, target businesses may not be inclined to enter into business combinations
      with publicly held blank check companies like us. We cannot assure our
      stockholders that we will be able to successfully compete for an attractive
      business combination. Additionally, because of this competition, we cannot
      assure our stockholders that we will be able to effectuate a business
      combination within the required time periods. If we are unable to find a
      suitable target business within such time periods, we will be forced to
      liquidate.





***We
      may issue shares of our capital stock or convertible debt securities to complete
      a business combination, which would reduce the equity interest of our
      stockholders and likely cause a change in control of our
      ownership.***





Our
      certificate of incorporation authorizes the issuance of up to 89,000,000 shares
      of common stock, par value $.0001 per share, and 1,000,000 shares of blank
      check
      preferred stock, par value $.0001 per share. As of March 31, 2007, there were
      80,033,234 authorized but unissued shares of our common stock available for
      issuance (after appropriate reservation for the issuance of shares upon full
      exercise of our outstanding warrants) and all of the 1,000,000 shares of blank
      check preferred stock available for issuance. We may issue a substantial number
      of additional shares of our common stock or blank check preferred stock, or
      a
      combination of common and blank check preferred stock, to complete a business
      combination. The issuance of additional shares of our common stock or any number
      of shares of our blank check preferred stock:




·
            May
                significantly reduce the equity interest of current stockholders;


·
            Will
                likely cause a change in control if a substantial number of our shares
                of
                common stock are issued, which may affect, among other things, our
                ability
                to use our net operating loss carry forwards, if any, and most likely
                also
                result in the resignation or removal of our present officers and
                directors;


·
            May
                reduce or limit the voting power or other rights of holders of our
                common
                stock if we issue preferred stock with dividend, liquidation, compensation
                or other rights superior to the common stock; and


·
            May
                reduce the prevailing market prices for our common stock warrants
                and
                units.





Similarly,
      if we issue debt securities, it could result in:





·
            Default
                and foreclosure on our assets if our operating cash flow after a
                business
                combination were insufficient to pay our debt obligations;


·
            Acceleration
                of our obligations to repay the indebtedness even if we have made
                all
                principal and interest payments when due if the debt security contained
                covenants that required the maintenance of certain financial ratios
                or
                reserves and any such covenant were breached without a waiver or
                renegotiation of that covenant;




11






·
            Our
                immediate payment of all principal and accrued interest, if any,
                if the
                debt security was payable on demand; and


·
            Our
                inability to obtain additional financing, if necessary, if the debt
                security contained covenants restricting our ability to obtain additional
                financing while such security was outstanding.





***Our
      ability to successfully effect a business combination and to be successful
      afterward will be totally dependent upon the efforts of our management, some
      of
      whom may join us following a business combination and whom we would have only
      a
      limited ability to evaluate. It is also possible that one or more of our current
      officers and directors will resign upon the consummation of a business
      combination.***





Our
      ability to successfully effect a business combination will be totally dependent
      upon the efforts of the four members of our management team. The future role
      of
      our management following a business combination, however, cannot presently
      be
      fully ascertained. Although we expect our officers and directors to remain
      associated with us following a business combination, we may employ other
      personnel following the business combination. Moreover, our current management
      will only be able to remain with the combined company after the consummation
      of
      a business combination if they are able to negotiate and agree to mutually
      acceptable employment terms as part of any such combination, which terms would
      be disclosed to stockholders in any proxy statement relating to such
      transaction. If we were to acquire a target business in an all-cash transaction,
      it would be more likely that current members of management would remain with
      the
      combined company if they chose to do so. If a business combination were
      structured as a merger whereby the stockholders of the target business were
      to
      control the combined company following a business combination, it may be less
      likely that our current management would remain with the combined company,
      unless it had been negotiated as part of the transaction via the acquisition
      agreement, an employment agreement or other arrangement. In making the
      determination as to whether current management should remain with us following
      the business combination, management will analyze the experience and skill
      set
      of the target business’ management and negotiate as part of the business
      combination that certain members of current management remain, if it is believed
      to be in the best interests of the combined company post-business combination.
      The terms of any employment or consulting arrangements of our current management
      with the combined company post-business combination will be determined at the
      time management negotiates the terms of the business combination with a target
      business. Since our current management will be negotiating the terms of the
      business combination as well as the terms of their employment or consulting
      arrangements, our current management may have a conflict of interest in
      negotiating terms favorable to the company in the acquisition agreement and
      at
      the same time negotiating terms in their employment or consulting arrangements
      that are favorable to them. Although management intends to fully exercise its
      fiduciary duty to negotiate terms in the acquisition agreement that will be
      in
      the best interests of the combined-company and its public stockholders, members
      of management may be negotiating terms in their employment or consulting
      agreements that are favorable to them. While we intend to closely scrutinize
      any
      additional individuals we engage after a business combination, we cannot assure
      our stockholders that our assessment of these individuals will prove to be
      correct. These individuals may be unfamiliar with the requirements of operating
      a public company, as well as United States securities laws, which could cause
      us
      to have to expend time and resources helping them become familiar with such
      laws. This could be expensive and time-consuming and could lead to various
      regulatory issues which may result in our operations becoming less
      efficient.





***Our
      officers and directors will allocate their time to other businesses, thereby
      causing conflicts of interest in their determination as to how much time to
      devote to our affairs. This could have a negative impact on our ability to
      consummate a business combination.***





Our
      officers and directors are not required to commit their full time to our
      affairs, which may result in a conflict of interest in allocating their time
      between our operations and other businesses. We do not intend to have any
      full-time employees prior to the consummation of a business combination. Our
      officers are engaged in several other business endeavors and are not obligated
      to contribute any specific number of hours per week to our affairs. While it
      is
      our officers’ intention to devote substantial business time to identifying
      potential target businesses and consummating a business combination, their
      other
      business affairs could require them to devote more substantial amounts of time
      to such affairs, thereby limiting their ability to devote time to our affairs.
      This could have a negative impact on our ability to consummate a business
      combination.





***Our
      officers and directors may in the future become affiliated with entities engaged
      in business activities similar to those intended to be conducted by us and,
      accordingly, may have conflicts of interest in determining to which entity
      a
      particular business opportunity should be presented.***




12








Although
      none of our officers, directors or affiliates have previously been associated
      with any “blank check” companies, our officers and directors may in the future
      become affiliated with entities, including other “blank check” companies,
      engaged in business activities similar to those intended to be conducted by
      us.
      Additionally, our officers and directors may become aware of business
      opportunities which may be appropriate for presentation to us as well as the
      other entities with which they are or may be affiliated. Further, certain of
      our
      officers and directors are currently involved in merchant banking/private equity
      businesses. Due to these existing affiliations, they may have fiduciary
      obligations to present potential business opportunities to those entities prior
      to presenting them to us which could cause additional conflicts of interest.
      Accordingly, they may have conflicts of interest in determining to which entity
      a particular business opportunity should be presented.





***All
      of our officers and directors own shares of our common stock which will not
      participate in liquidation distributions and, therefore, they may have a
      conflict of interest in determining whether or not a particular target business
      is appropriate for a business combination.***





All
      of
      our officers and directors and their respective affiliates own shares of our
      common stock that were issued in connection with our formation (including shares
      underlying their anti-dilution options) as to which they have waived their
      right
      to receive distributions upon our liquidation or failure to complete a business
      combination. Additionally, our executive officers and directors have purchased,
      through an entity they own, an aggregate of 93,750 units in a private placement
      that occurred immediately prior to our initial public offering and have waived
      their liquidation rights with respect to the shares included in such units.
      The
      shares and warrants owned by our officers and directors and their affiliates
      will be worthless if we do not consummate a business combination. The personal
      and financial interests of our officers and directors may influence their
      motivation in identifying and selecting a target business and completing a
      business combination in a timely manner. Consequently, our directors’ and
      officers’ discretion in identifying and selecting a suitable target business may
      result in a conflict of interest when determining whether the terms, conditions
      and timing of a particular business combination are appropriate and in our
      public stockholders’ best interest.





***Our
      officers and directors own shares that are subject to early release from escrow
      if a business combination involves a change of control, and, therefore, they
      may
      have a conflict of interest in determining how to structure a business
      combination.***





The
      shares of common stock owned by our existing stockholders prior to our initial
      public offering have been placed into an escrow account and will only be
      released one year after we complete a business combination unless the business
      combination results in a change of control. In such event, the shares will
      be
      released from escrow immediately upon the completion of the transaction.
      Consequently, our officers and directors may have a conflict of interest in
      determining how to structure, in terms of cash and/or equity, a business
      combination. A change of control for this purpose means a consolidation or
      merger where our stockholders immediately prior to such transaction hold less
      than 50% of the voting stock of the surviving entity.





***Our
      officers and directors will not receive reimbursement for any out-of-pocket
      expenses incurred by them to the extent that such expenses exceed the available
      funds outside the trust account, unless the business combination is consummated
      and, therefore, they may have a conflict of interest in determining whether
      or
      not a particular target business is appropriate for a business combination
      and
      in the public stockholders’ best interest.***





Our
      officers and directors will not receive reimbursement for any out-of-pocket
      expenses incurred by them to the extent that such expenses exceed the available
      funds held outside the trust account and the portion of the interest earned
      on
      the trust account released to us (which, because interest rates are unknown,
      may
      be insufficient to fund all of our working capital requirements) unless the
      business combination is consummated. The personal and financial interests of
      our
      officers and directors could influence their motivation in selecting a target
      business and, thus, there may be a conflict of interest when determining whether
      or not a particular business combination is in the stockholders’ best
      interest.




14





***We
      may be unable to obtain additional financing, if required, to complete a
      business combination or to fund the operations and growth of the target
      business, which could compel us to restructure the transaction or abandon a
      particular business combination.***





Although
      we believe that the net proceeds of our initial public offering will be
      sufficient to allow us to consummate a business combination, as we have not
      yet
      identified any prospective target business, we cannot ascertain the capital
      requirements for any particular transaction. If we have insufficient funds,
      either because of the size of the business combination or the depletion of
      the
      available net proceeds (including interest earned on the trust account released
      to us) in search of a target business, or because we become obligated to redeem
      for cash a significant number of shares from dissenting stockholders, we will
      be
      required to seek additional financing. We cannot assure our stockholders that
      such financing would be available on acceptable terms, if at all. To the extent
      that additional financing proves to be unavailable when needed to consummate
      a
      particular business combination, we would be compelled to restructure the
      transaction or abandon that particular business combination and seek an
      alternative target business candidate. In addition, it is possible that we
      could
      use a portion of the funds not held in the trust account to make a deposit,
      down
      payment or fund a “no-shop, standstill” provision with respect to a particular
      proposed business combination, although we do not have any current intention
      to
      do so. In the event that we were ultimately required to forfeit such funds
      (whether as a result of our breach of the agreement relating to such payment
      or
      otherwise), we may not have a sufficient amount of working capital available
      outside of the trust account to conduct due diligence and pay other expenses
      related to finding a suitable business combination without securing additional
      financing. If we were unable to secure additional financing, we would most
      likely fail to consummate a business combination in the allotted time and would
      be forced to liquidate. In addition, if we consummate a business combination,
      we
      may require additional financing to fund the operations or growth of the target
      business. The failure to secure additional financing could limit the development
      or growth of the target business. None of our officers, directors or
      stockholders is required to provide any financing to us in connection with
      or
      after a business combination.




***Our
      directors may not be considered “independent” under the policies of the North
      American Securities Administrators Association, Inc.***




Under
      the
      policies of the North American Securities Administrators Association, Inc.,
      an
      international organization devoted to investor protection, because each of
      our
      directors owns shares of our securities and may receive reimbursement for
      out-of-pocket expenses incurred by him in connection with activities on our
      behalf, such as identifying potential target businesses and performing due
      diligence on suitable business combinations, state securities administrators
      could take the position that such individuals are not “independent.” If this
      were the case, they would take the position that we would not have the benefit
      of independent directors examining the propriety of expenses incurred on our
      behalf and subject to reimbursement. Additionally, there is no limit on the
      amount of out-of-pocket expenses that could be incurred, and there will be
      no
      review of the reasonableness of the expenses by anyone other than our board
      of
      directors, which would include persons who may seek reimbursement, or a court
      of
      competent jurisdiction if such reimbursement is challenged. Although we believe
      that all actions taken by our directors on our behalf will be in our best
      interests, whether or not they are deemed to be “independent,” we cannot assure
      our stockholders that this will actually be the case. If actions are taken,
      or
      expenses are incurred that are actually not in our best interests, our revenues
      and profits could be reduced, and the price of our stock held by the public
      stockholders could decrease.





***We
      may choose to redeem our outstanding warrants at a time that is
      disadvantageous to the warrant*** **** ***holders.***





Subject
      to there being a current prospectus under the Securities Act of 1933, we
      may redeem all of our outstanding warrants at any time after they become
      exercisable at a price of $.01 per warrant, upon a minimum of 30 days
      prior written notice of redemption, if and only if, the last sale price of
      our common stock equals or exceeds $11.50 per share for any 20 trading days
      within a 30 trading day period ending three business days before we send the
      notice of redemption. Calling all of our outstanding warrants for redemption
      could force the warrant holders:





·
            To
                exercise the warrants and pay the exercise price for such warrants at
                a time when it may be disadvantageous for the holders to do
                so;


·
            To
                sell the warrants at the then current market price when they might
                otherwise wish to hold the warrants; or


·
            To
                accept the nominal redemption price which, at the time the warrants
                are called for redemption, is likely to be substantially less than
                the market value of
                the warrants.





***Our
      warrant holders may not be able to exercise their warrants, which may create
      liability for us.***




Holders of
      the warrants issued in our initial public offering and private placement are
      able to receive shares upon exercise of the warrants only if (i) a current
      registration statement under the Securities Act of 1933 relating to the shares
      of its common stock underlying the warrants is then effective and (ii) such
      shares are qualified for sale or exempt from qualification under the applicable
      securities laws of the states in which the various holders of warrants reside.
      Although we have agreed to use our best efforts to maintain a
      current registration statement covering the shares underlying the warrants
      to the extent required by federal securities laws, and we intend to comply
      with such agreement, we cannot assure that it will be able to do so. In
      addition, some states may not permit us to register the shares issuable
      upon exercise of its warrants for sale. The value of the warrants will be
      greatly reduced if a registration statement covering the shares issuable upon
      the exercise of the warrants is not kept current or if the securities are
      not qualified, or exempt from qualification, in the states in which the
      holders of warrants reside. Holders of warrants who reside in jurisdictions
      in which the shares underlying the warrants are not qualified and in which
      there is no exemption will be unable to exercise their warrants and would
      either have to sell their warrants in the open market or allow them to
      expire unexercised. If and when the warrants become redeemable by us, we may
      exercise our redemption right even if we are unable to qualify the
      underlying securities for sale under all applicable state securities laws.
      Since our obligations in this regard are subject to a “best efforts” standard,
      it is possible that, even if we are able to successfully assert a defense to
      a
      claim by warrant holders due to the impossibility of registration, a court
      may
      impose monetary damages on us to compensate warrant holders due to the change
      in
      circumstances that led to us being unable to fulfill our
      obligations.




15





***We
      do not have an Audit Committee composed solely of independent directors and
      therefore*** **** ***our
      financial statements have not been subject to independent
      review.***





We
      do not
      have an audit committee. All of the members of our Board of Directors are also
      officers and therefore not independent. Therefore, we do not have solely
      independent directors reviewing our financial statements, making it more
      difficult for us to discover if there was any fraud in connection with the
      preparation of our financial statements.





**Risks
      associated with the outsourcing industry in India**





***There
      is intense competition in the market for outsourcing
      services.***





Certain
      factors may affect the competitive landscape in the outsourcing industry,
      including divestitures and acquisitions that result in consolidation within
      the
      industry. These changes may result in larger competitors with significantly
      more
      resources. In addition, some competitors may add or announce plans to add
      cost-competitive offshore capabilities to their outsourcing service offerings.
      These competitors may be able to offer their services using the offshore and
      onsite model more efficiently than the acquired business. A number of these
      competitors may also have significantly more experience with international
      operations and significantly greater financial, technical and marketing
      resources, generate greater revenues, have more extensive existing client
      relationships and technology partners and have greater brand recognition than
      the acquired business. Consequently, following a business combination, we may
      be
      unable to compete successfully against these competitors.





***An
      acquired businesses’ revenues could be significantly affected if the laws of the
      government in which it operates, restrict companies from outsourcing work to
      foreign companies.***





In
      the
      United States, despite some economic recovery, unemployment levels have not
      declined significantly from the pre-economic recovery levels. There has been
      concern among the legislators about the impact of outsourcing on unemployment
      levels in the United States. For example, legislation has been proposed to
      prohibit federal and state governments from outsourcing IT and IT enabled
      services to foreign companies. Legislators have also proposed to introduce
      economic deterrents for U.S. companies outsourcing work to foreign companies.
      If
      such proposed laws come into effect, we could be prevented from performing
      certain outsourcing services.





***Wage
      pressures in India may prevent an acquired company from sustaining a competitive
      advantage and may reduce its profit margins.***





Wage
      costs in India have historically been significantly lower than wage costs in
      the
      United States and Europe for comparably skilled professionals, which we expect
      will be one of the competitive strengths of a company we acquire. However,
      if,
      following a business combination, wages for skilled professionals increase
      in
      India, we may not be able to sustain this competitive advantage, which could
      negatively affect profit margins. In addition, we may need to increase the
      levels of an acquired company’s employee compensation to remain competitive with
      other employers, or seek to recruit in other low labor cost areas to keep its
      wage costs low. Compensation increases may result in decreased
      profitability.





***Exchange
      controls in India may limit our ability to utilize our cash flow effectively
      following a business combination.***





Following
      a business combination, we will be subject to India’s rules and regulations on
      currency conversion. In India, the Foreign Exchange Management Act, or FEMA,
      regulates the conversion of the Indian rupee into foreign currencies. Following
      a business combination, we will likely be a FEMA company as a result of our
      ownership structure. Such companies are permitted to operate in India without
      any special restrictions, effectively placing them on par with wholly Indian
      owned companies. However, we cannot assure our stockholders that the Indian
      authorities will eliminate or continue to relax foreign currency restrictions.
      Any future restrictions on currency exchanges may limit our ability to use
      our
      cash flow for the distribution of dividends to our shareholders or to fund
      operations we may have outside of India.




16





***Returns
      on investment in Indian companies may be decreased by withholding and other
      taxes.***





Following
      a business combination, investments we may make in India could incur tax risk
      unique to investment in India and in developing economies in general. Income
      that might otherwise not be subject to withholding of local income tax under
      normal international conventions may be subject to withholding of Indian income
      tax. Under treaties with India and under local Indian income tax law income
      is
      generally sourced in India and subject to Indian tax if paid from India. This
      is
      true whether or not the services or the earning of the income would normally
      be
      considered as from sources outside India in other contexts. Additionally, proof
      of payment of withholding taxes may be required as part of the remittance
      procedure. Following a business combination, any withholding taxes paid by
      us on
      income from our investments in India may or may not be creditable on our income
      tax returns.





Following
      a business combination, we intend to avail ourselves of income tax treaties
      with
      India to seek to minimize any Indian withholding tax or local tax otherwise
      imposed. However, there is no assurance that the Indian tax authorities will
      recognize application of such treaties to achieve a minimization of Indian
      tax.





***India
      has different corporate disclosure, governance and regulatory requirements
      than
      those in the United States which may make it more difficult or complex to
      consummate a business combination.***





Companies
      in India are subject to accounting, auditing, regulatory and financial standards
      and requirements that differ, in some cases significantly, from those applicable
      to public companies in the United States, which may make it more difficult
      or
      complex to consummate a business combination. In particular, the assets and
      profits appearing on the financial statements of an Indian company may not
      reflect its financial position or results of operations in the way they would
      be
      reflected had such financial statements been prepared in accordance with U.S.
      GAAP. Moreover, companies in India are subject to a different regulatory scheme
      than United States companies with respect to such matters as insider trading
      rules, tender offer regulation, shareholder proxy requirements and the timely
      disclosure of information. Accordingly, appropriate adjustments to the financial
      statements of an Indian company may be required in order to appropriately
      determine the underlying valuation of the Indian company.





Legal
      principles relating to corporate affairs and the validity of corporate
      procedures, directors’ fiduciary duties and liabilities and shareholders’ rights
      for Indian corporations may differ from those that may apply in the United
      States, which may make the consummation of a business combination with an Indian
      company more difficult than a business combination with a company based in
      the
      United States.





***Foreign
      currency fluctuations could cause a business combination to be more
      expensive.***





Because
      our business objective is to acquire one or more operating businesses with
      primary operations in India, changes in the U.S. dollar-Indian rupee exchange
      rate may affect our ability to achieve such objective. The exchange rate between
      the Indian rupee and the U.S. dollar has changed substantially in the last
      two
      decades and may fluctuate substantially in the future. If the U.S. dollar
      declines in value against the Indian rupee, any business combination will be
      more expensive and therefore more difficult to complete. Furthermore, we may
      incur costs in connection with conversions between U.S. dollars and Indian
      rupees, which may make it more difficult to consummate a business
      combination.





***Certain
      sectors of the Indian economy are subject to government regulations that limit
      foreign ownership, which limits our ability to achieve our business objective
      which is to acquire one or more operating businesses with primary operations
      in
      India.***





The
      Indian government prohibits investments in certain sectors and limits the
      ownership in certain other sectors. We intend to avoid sectors in which foreign
      investment is disallowed. This could limit the possible number of acquisitions
      that are available for investment. The Indian government also regulates
      investments in certain other sectors (e.g., banking) by increasing the amount
      of
      ownership over time. The management team will evaluate the risk associated
      with
      investments in sectors in which ownership is restricted. However, there can
      be
      no guarantee that management will be correct in its assessment of political
      and
      policy risk associated with investments in general and in particular in sectors
      that are regulated by the Indian government. Any changes in policy could limit
      our ability to achieve our business objective which is to acquire one or more
      operating businesses with primary operations in India.




17





If
      the
      relevant Indian authorities find us or the target business with which we
      ultimately complete a business combination to be in violation of any existing
      or
      future Indian laws or regulations, they would have broad discretion in dealing
      with such a violation, including, without limitation:





·
            Levying
                fines;


·
            Revoking
                our business and other licenses; and


·
            Requiring
                that we restructure our ownership or operations.





***The
      requirement that Indian companies provide accounting statements that are in
      compliance with United States Generally Accepted Accounting Principles (GAAP)
      may limit the potential number of acquisition
      targets.***





To
      meet
      the requirements of the United States Federal securities laws, in order to
      seek
      stockholder approval of a business combination, a proposed target business
      will
      be required to have certain financial statements which are prepared in
      accordance with, or which can be reconciled to, GAAP and audited in accordance
      with U.S. Generally Accepted Auditing Standards (GAAS). GAAP and GAAS compliance
      may limit the potential number of acquisition targets.





***If
      political relations between the U.S. and India weaken, it could make a target
      business’ operations less attractive.***





The
      relationship between the United States and India may deteriorate over time.
      Changes in political conditions in India and changes in the state of
      Indian-United States relations are difficult to predict and could result in
      restrictions on our future operations or cause potential target businesses
      to
      become less attractive. This could lead to a decline in our profitability
      following a business combination.





***Because
      the Indian judiciary will determine the scope and enforcement under Indian
      law
      of almost all of our target business’ material agreements, we may be unable to
      enforce our rights inside and outside of India following a business
      combination.***





Indian
      law will govern almost all of our target business’ material agreements, some of
      which may be with Indian governmental agencies. Therefore a target business
      or
      businesses may not be able to enforce their material agreements and certain
      remedies may not be available outside of India.





***The
      laws of India may not protect intellectual property rights to the same extent
      as
      those of the United States, and we may be unsuccessful in protecting
      intellectual property rights following a business combination and may also
      be
      subject to third party claims of intellectual property
      infringement.***





The
      one
      or more businesses we acquire will likely rely on a combination of patent,
      copyright, trademark and design laws, trade secrets, confidentiality procedures
      and contractual provisions to protect its intellectual property. However, the
      laws of India may not protect proprietary rights to the same extent as laws
      in
      the United States. Therefore, efforts to protect such intellectual property
      may
      not be adequate. Furthermore, competitors may independently develop similar
      technology or duplicate its products or services. Unauthorized parties may
      infringe upon or misappropriate its products, services or proprietary
      information.





***Following
      a business combination, we may be liable to our clients for damages caused
      by
      disclosure of confidential information or system
      failures.***





Following
      a business combination, we may have access to, or will be required to collect
      and store, confidential client and customer data in connection with our
      outsourcing services. Following a business combination, many of our client
      agreements may not limit our potential liability for breaches of
      confidentiality. If any person, including any of our employees, penetrates
      our
      network security or misappropriates sensitive data, we could be subject to
      significant liability from our clients or from our clients’ customers for
      breaching contractual confidentiality provisions or privacy laws. Following
      a
      business combination, unauthorized disclosure of sensitive or confidential
      client and customer data, whether through breach of our computer systems,
      systems failure or otherwise, could damage our reputation and cause us to lose
      clients.




18





***If
      we liquidate, the procedures we must follow under Delaware law are
      time-consuming and may result in residual liability for our
      stockholders***





If
      we do
      not consummate a business combination by the later of August 5, 2007, or April
      5, 2008 in the event that a letter of intent, an agreement in principle or
      a
      definitive agreement to complete a business combination was executed but not
      consummated by August 5, 2007, then, pursuant to Article SIXTH of our
      certificate of incorporation, and in accordance with Section 281(b) of the
      Delaware General Corporation Law, we will adopt a plan of dissolution, and
      as
      soon as reasonably possible after dissolution, make liquidating distributions
      to
      our stockholders.





Under
      the
      Delaware General Corporation Law, stockholders may be held liable for claims
      by
      third parties against a corporation to the extent of distributions received
      by
      them in a dissolution. To mitigate against this possibility, we have received
      executed agreements from our vendors waiving any right, title, interest or
      claim
      of any kind in or to any monies held in the trust account. As a result of this,
      the claims that could be made against us are significantly limited and the
      likelihood that any claim would result in any liability extending to the trust
      account is minimal. If we wind up our affairs in compliance with either Section
      280 or 281(b) of the Delaware General Corporation Law following a dissolution,
      pursuant to Section 282 of the Delaware General Corporation Law, the potential
      liability of our stockholders will be limited to the lesser of the stockholder’s
      pro-rata share of any claim or the amount distributed to the stockholder. As
      we
      do not anticipate seeking dissolution under the complex procedures of Section
      280, we expect that, in accordance with Section 281(b), we will be required
      to
      seek stockholder approval of a plan of dissolution to provide for our payment,
      based on facts known to us at such time, of existing and pending claims, and
      claims that may be potentially brought against us within the subsequent 10
      years. We estimate the costs associated with the implementation and completion
      of such a plan of dissolution and liquidation, to be approximately $50,000
      to
      $75,000, which would be funded by any funds not held in our trust account and
      funds released to Stone to fund working capital.





The
      procedures required for us to liquidate under the DGCL, or a vote to reject
      any
      plan of dissolution and distribution by our stockholders, may result in
      substantial delays in the liquidation of our trust account to our public
      stockholders as part of our plan of dissolution and distribution.





**Item
      1B. Unresolved Staff Comments.**





None





**Item
      2. Properties**





We
      maintain our executive offices at 590 Madison Avenue, 6th Floor, New York,
      New
      York 10022. Phoenix Capital Partners, LLC has agreed to provide us with certain
      administrative, technology and secretarial services, as well as the use of
      certain limited office space at this location at a cost of $5,000 per month
      pursuant to a letter agreement between us and Phoenix Capital Partners, LLC.
      We
      believe, based on rents and fees for similar services in New York City, that
      the
      $5,000 fee is at least as favorable as we could have obtained from an
      unaffiliated person. We consider our current office space adequate for our
      current operations.





**Item
      3. Legal Proceedings**





To
      the
      knowledge of management, there is no litigation currently pending or
      contemplated against us or any of our officers or directors in their capacity
      as
      such.




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





During
      the fourth quarter of our fiscal year ended December 31, 2006, there were no
      matters submitted to a vote of security holders.


19


**PART
      II**





**Item
      5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities**





The
      Company’s common stock, warrants and units are traded on the Over the Counter
      Bulletin Board under the symbols “PXIA”, PXIAW” and “PXIAU” respectively. The
      units have been quoted on the Bulletin Board since March 31, 2006 and the common
      stock and warrants since May 19, 2006. The Company’s securities did not trade on
      any market or exchange prior to March 31, 2006. The following table sets forth
      the high and low sales information for the Company’s units for the period from
      March 31, 2006 through February 28, 2007 and the Company’s common stock and
      warrants for the period from May 19, 2006 through February 28, 2007. The
      Over-the-Counter Bulletin Board quotations reflect inter-dealer prices, are
      without retail markup, markdowns or commissions, and may not represent actual
      transactions.





**Common
                Stock**
            
            **Warrants**
            
            **Units****High**
            
            **Low**
            
            **High**
            
            **Low**
            
            **High**
            
            **Low**First
                Quarter 2006
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            8.30
            
            
            8.25Second
                Quarter 2006
            
            
            7.40
            
            
            7.10
            
            
            1.37
            
            
            1.03
            
            
            8.80
            
            
            8.21Third
                Quarter 2006
            
            
            7.40
            
            
            7.21
            
            
            1.12
            
            
            0.91
            
            
            8.50
            
            
            8.10Fourth
                Quarter 2006
            
            
            7.48
            
            
            7.29
            
            
            1.14
            
            
            0.88
            
            
            8.60
            
            
            8.25First
                Quarter 2007
            
            
            7.67
            
            
            7.41
            
            
            1.38
            
            
            1.05
            
            
            8.85
            
            
            8.51







*Number
      of Holders* .
      As of
      March 31, 2007, there were of record, 17 holders of common stock, 16 of
      warrants, and 1 of units.




*Dividends* .
      We have
      not paid any dividends on our common stock to date. Any dividends paid will
      be
      solely at the discretion of our Board of Directors.





**Recent
      Sales of Unregistered Securities.**





On
      July
      22, 2005, we sold an aggregate of 1,562,500 units, each unit consisting of
      one
      share of common stock and one warrant, without registration under the Securities
      Act to our four officers and directors who directed such shares to be delivered
      in the following denominations:





**Stockholders**
            
            **Number
                of Units**Jagan
                Akella
            
            
            10,000Sujan
                Akella
            
            
            10,000Jacqueline
                Fernandez
            
            
            10,000Ramesh
                Akella
            
            
            419,219Raju
                Panjwani
            
            
            371,094Rohan
                Phansalkar
            
            
            7,500Eva
                Michalik Phansalkar
            
            
            7,500Rohit
                Phansalkar, as Custodian for Noelle Phansalkar-Michalik
            
            
            7,500Nishelle
                Phansalkar Michalik
            
            
            7,500Rohit
                Phansalkar
            
            
            341,094The
                Morningstar Trust
            
            
            37,110The
                Sunrise Trust
            
            
            37,109The
                Luna Trust
            
            
            148,437The
                Aurora Trust
            
            
            148,437





Such
      units were issued in connection with our organization pursuant to the exemption
      from registration contained in Section 4(2) of the Securities Act as they were
      sold to wealthy, sophisticated individuals. The units issued to the individuals
      and entities above were sold for an aggregate offering price of $25,000 or
      $0.016 per share. No underwriting discounts or commissions were paid with
      respect to such sales.





20




On
      August
      16, 2005, the aforementioned stockholders were issued options in a transaction
      exempt from registration contained in Section 4(2) of the Securities Act to
      purchase such additional number of shares as would maintain their respective
      percentage ownership in the event the representative’s over-allotment option is
      exercised. The
      maximum number of shares that each stockholder could purchase pursuant to this
      option was:





**Stockholders**
            
            **Maximum
                Number of Shares**Jagan
                Akella
            
            
            1,477Sujan
                Akella
            
            
            1,477Jacqueline
                Fernandez
            
            
            1,477Ramesh
                Akella
            
            
            61,940Raju
                Panjwani
            
            
            54,829Rohan
                Phansalkar
            
            
            1,108Eva
                Michalik Phansalkar
            
            
            1,108Rohit
                Phansalkar, as Custodian for Noelle Phansalkar-Michalik
            
            
            1,108Nishelle
                Phansalkar Michalik
            
            
            1,108Rohit
                Phansalkar
            
            
            50,397The
                Morningstar Trust
            
            
            5,494The
                Sunrise Trust
            
            
            5,494The
                Luna Trust
            
            
            21,921The
                Aurora Trust
            
            
            21,921




The
      exercise price of these options is $0.016 per share. On
      April
      5, 2006, the underwriters exercised their over-allotment option and on April
      5,
      2006, the stockholders indicated exercised their option for an aggregate of
      230,859 shares of our common stock and we received approximately $3,690 in
      connection with such exercise. Such securities were issued pursuant to the
      exemption from registration contained in Section 4(2) of the Securities Act
      as
      they were issued to sophisticated, wealthy individuals. No underwriting
      discounts or commissions were paid with respect to such securities.




On
      March
      31, 2006, we sold 93,750 units to our existing officers and directors, through
      an entity they own, for an aggregate purchase price of $750,000, or $8.00 per
      unit. Each unit consists of one share of common stock and a warrant to purchase
      one share of common stock, exercisable at $5.00 per share. The securities were
      sold in reliance on the exemption from registration contained in Section 4(2)
      of
      the Securities Act since they were sold to sophisticated, wealthy individuals.
      We did not pay Rodman & Renshaw, LLC a placement fee in connection with this
      placement.




On
      April
      5, 2006, we sold an option to purchase 430,937 units to the underwriters in
      our
      public offering for an aggregate of $100. The exercise price per unit is $8.80,
      and each unit consists of one share of common stock and a warrant to purchase
      one share of common stock, exercisable at $5.50 per share. The securities were
      sold in reliance on the exemption from registration contained in Section 4(2)
      of
      the Securities Act since they were sold to the underwriters in our initial
      public offering. No underwriting discounts or commissions were paid with respect
      to such securities.





**Use
      of Proceeds**





On
      April
      5, 2006, we consummated our initial public offering of 6,156,250 units and
      on
      March 31, 2006 sold 93,750 units in a private placement to our existing officers
      and directors, through an entity they own. On April 5, 2006, we consummated
      the
      closing of 923,437 additional units that were subject to the underwriters’
over-allotment option. Each unit consists of one share of common stock and
      one
      redeemable common stock purchase warrant. Each warrant entitles the holder
      to
      purchase from us one share of our common stock at an exercise price of $5.00.
      The units were sold at an offering price of $8.00 per unit, generating total
      gross proceeds of $57,387,496. Rodman & Renshaw, LLC acted as lead
      underwriter. The securities sold in the offering were registered under the
      Securities Act of 1933, as amended, on a registration statement on Form S-1
      (No.
      333-128008). The Securities and Exchange Commission declared the registration
      statement effective on April 5, 2006.





We
      incurred a total of $3,964,625 in underwriting discounts and commissions. Rodman
      & Renshaw, LLC, the representative of the underwriters in the Offering
      deposited 4.0% of the gross proceeds attributable to the underwriters’ discount
      ($0.32 per unit or $2,265,500) into the trust fund that will be paid to the
      underwriters only upon the consummation of a business combination (and then
      only
      with respect to the units as to which the components shares have not been
      redeemed). We paid a total of $1,699,125 in underwriting discounts and
      commissions and approximately $722,713 has been paid for costs and expenses
      related to the Offering.




21





After
      deducting the underwriting discounts and commissions and the offering expenses,
      the total net proceeds to us from the offering were approximately $55,350,000
      (including the private placement), of which $54,913,370 (or $7.76 per unit
      sold
      in the offering) was deposited into a trust fund and the remaining proceeds
      are
      available to be used to provide for business, legal and accounting due diligence
      on prospective business combinations and continuing general and administrative
      expenses. As of March 31, 2007, there was approximately $55,119,000 held in
      the
      trust account, which includes deferred underwriting fees and associated interest
      of $2,265,500.





22


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





None.





**Repurchases
      of Equity Securities.**





None.





**Item
      6. Selected Financial Data**





The
      selected financial data presented below summarizes certain financial data which
      has been derived from and should be read in conjunction with our financial
      statements and notes thereto included in the section beginning on page F-1.
      See
      also “Item 7. Management’s Discussion and Analysis of Financial Condition and
      Results of Operations.”




**As of December 31,****Statement
                of Operations Data:**
            
            **2006**Operating
                expenses:
            
            $
            644,334Net
                Income
            
            $
            678,140Interest
                income
            
            $
            2,111,374Net
                income per common share - basic
            
            $
            0.08Net
                incomeper common share - diluted
            
            $
            0.06




**As of December 31,****Balance
                Sheet Data:**
            
            **2006**Cash
            
            $
            1,085,202Cash
                held in trust
            
            $
            55,118,592Total
                Assets
            
            $
            56,429,221Total
                stockholders’ equity
            
            $
            42,579,954





**Item
      7. Management's Discussion and Analysis of Financial Condition and Results
      of
      Operations**





**Forward
      Looking Statements**





This
      Annual Report on Form 10-K includes forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended, and Section
      21E of the Securities Exchange Act of 1934, as amended. We have based these
      forward-looking statements on our current expectations and projections about
      future events. These forward-looking statements are subject to known and unknown
      risks, uncertainties and assumptions about us that may cause our actual results,
      levels of activity, performance or achievements to be materially different
      from
      any future results, levels of activity, performance or achievements expressed
      or
      implied by such forward-looking statements. In some cases, you can identify
      forward-looking statements by terminology such as “may”, “should”, “could”,
“would”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “continue”, or
      the negative of such terms or other similar expressions. Factors that might
      cause or contribute to such a discrepancy include, but are not limited to,
      those
      described in our other Securities and Exchange Commission filings. The following
      discussion should be read in conjunction with our Financial Statements and
      related Notes thereto included elsewhere in this report.





**Critical
      Accounting Policies.**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities at the date of the financial statements and the reported amounts
      of
      expenses during the reporting period. Actual results could differ from those
      estimates.




Management
      does not believe that any recently issued, but not yet effective, accounting
      standards if currently adopted would have a material effect on the accompanying
      financial statements.




23





**Overview**




We
      were
      organized as a Delaware corporation on July 13, 2005, to serve as a vehicle
      to
      acquire, through a merger, capital stock exchange, asset acquisition or other
      similar business combination, an operating business in India. Our initial
      business combination must be with a target business or businesses whose fair
      market value is at least equal to 80% of net assets at the time of such
      acquisition. We intend to utilize cash derived from the proceeds of the
      Offering, our capital stock, debt or a combination of cash, capital stock and
      debt, in effecting a business combination.





**Results
      of Operations** .





For
      the
      three months ended December 31, 2006, we had a net income of $207,832, primarily
      as a result of interest income received on funds held in trust (less interest
      income deferred as a result of the possible share subject to possible future
      redemption) offset in part by consulting and professional fees and other
      operating expenses. We had a net income of $678,140 for the fiscal year ended
      December 31, 2006, primarily as a result of interest income received on funds
      held in trust (less interest income deferred as a result of the possible share
      subject to possible future redemption) offset in part by consulting and
      professional fees and other operating expenses.





For
      the
      three month period ended December 31, 2006 the trust account earned interest
      of
      $854,821, including $170,878 of interest income attributable to common stock
      subject to possible redemption. For the fiscal year ended December 31, 2006
      the
      trust account earned interest of $2,111,374, including $422,063 of interest
      income attributable to common stock subject to possible redemption.





**Liquidity
      and Capital Resources** .





On
      April
      5, 2006, we consummated our initial public offering of 7,079,687 units
      (including 923,437 units subject to the underwriters’ over-allotment option) and
      a private placement of 93,750 units sold to the existing officers and directors
      through an entity they own. Each unit consists of one share of common stock
      and
      one redeemable common stock purchase warrant. Each warrant entitles the holder
      to purchase from us one share of our common stock at an exercise price of
      $5.00.




Our
      net
      proceeds from the sale of our units, including amounts from exercise of the
      underwriters’ over-allotment option and the private placement, after deducting
      certain offering expenses of approximately $723,000, (including the proceeds
      from the underwriters’ over-allotment), and underwriting discounts of
      approximately $1,699,000, were approximately $55,350,000. Of this amount, as
      of
      December 31, 2006, $55,118,592 is being held in trust. The remaining proceeds
      are available to be used by us to provide for business, legal and accounting
      due
      diligence on prospective acquisitions and continuing general and administrative
      expenses. We will use substantially all of the net proceeds of the Offering
      to
      acquire a target business, including identifying and evaluating prospective
      acquisition candidates, selecting the target business, and structuring,
      negotiating and consummating the business combination. To the extent that our
      capital stock is used in whole or in part as consideration to effect a business
      combination, the proceeds held in the trust fund as well as the remainder of
      $1,250,000 funded from interest income earned on the trust fund not expended
      will be used to finance the operations of the target business. We believe we
      will have sufficient available funds outside of the trust fund to operate
      through April 5, 2008, assuming that a business combination is not consummated
      during that time. From April 5, 2006 through April 5, 2008, we anticipate
      approximately $150,000 of expenses for legal, accounting and other expenses
      attendant to the due diligence investigations, structuring and negotiation
      of a
      business combination, an aggregate of $120,000 for the administrative fees
      payable to Phoenix Capital Partners LLC (a total of $5,000 per month for two
      years), $250,000 for expenses for the due diligence and investigation of target
      businesses, $90,000 of expenses for legal and accounting fees relating to our
      SEC reporting obligations and $550,000 for general working capital that will
      be
      used for miscellaneous expenses and reserves. We do not believe we will need
      to
      raise additional funds in order to meet the expenditures required for operating
      our business. However, we may need to raise additional funds through a private
      or public offering of debt or equity securities if such funds are required
      to
      consummate a business combination that is presented to us. We would only
      consummate such a financing simultaneously with the consummation of a business
      combination.




Commencing
      April 5, 2005 and ending upon the acquisition of a target business, we incur
      a
      fee of $5,000 per month for office space and certain other additional general
      and administrative services from Phoenix Capital Partners LLC, an affiliate
      of
      which Ramesh Akella (our President, Chief Strategy Officer and Director) is
      the
      managing member.




We
      have
      granted a purchase option to the representative of the underwriter at the
      closing of the Offering on April 5, 2006 to acquire 430,937 units at $8.80
      per
      unit for $100. The fair value of the purchase option was estimated at $6.04
      per
      share or approximately $2,602,859 in the aggregate. The purchase option was
      accounted for as an equity instrument in permanent equity. Accordingly, there
      was no impact on our financial position or results of operations, except for
      recording the $100 proceeds from the sale.




24





**Off-Balance
      Sheet Arrangements.**





We
      have
      never entered into any off-balance sheet financing arrangements and have never
      established any special purpose entities. We have not guaranteed any debt or
      commitments of other entities or entered into any options on non-financial
      assets.





**Item
      7A. 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
      fund,
      we may not engage in, any substantive commercial business. Accordingly, we
      are
      not and, until such time as we 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 fund have been invested only in money
      market funds meeting certain conditions under Rule 2a-7 promulgated under the
      Investment Company Act of 1940 or United States treasury bills. Given our
      limited risk in our exposure to these money market funds and treasury bills,
      we
      do not view the interest rate risk to be significant.





**Item
      8. Financial Statements and Supplementary Data**





Financial
      statements are attached hereto following beginning on Page F-1.





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





None.





**Item
      9A. Controls and Procedures**





An
      evaluation of the effectiveness of our disclosure controls and procedures as
      of
      December 31, 2006 was made under the supervision and with the participation
      of
      our president and chief strategy officer (our principal executive officer,
      principal financial and accounting officer). Based on that evaluation, he
      concluded that our disclosure controls and procedures are effective as of the
      end of the period covered by this report to ensure that information required
      to
      be disclosed by us in reports that we file or submit under the Securities
      Exchange Act of 1934 is recorded, processed, summarized and reported within
      the
      time periods specified in Securities and Exchange Commission rules and forms.
      During the most recently completed fiscal quarter, there has been no significant
      change in our internal control over financial reporting that has materially
      affected, or is reasonably likely to materially affect, our internal control
      over financial reporting.





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





Pursuant
      to Section 404 of the Sarbanes-Oxley Act of 2002 (the Act), beginning with
      our
      Annual Report on Form 10-K for the fiscal year ending December 31, 2007, we
      will
      be required to furnish a report by our management on our internal control over
      financial reporting. This report will contain, among other matters, an
      assessment of the effectiveness of our internal control over financial reporting
      as of the end of our fiscal year, including a statement as to whether or not
      our
      internal control over financial reporting is effective. This assessment must
      include disclosure of any material weaknesses in our internal control over
      financial reporting identified by management. If we identify one or more
      material weaknesses in our internal control over financial reporting, we will
      be
      unable to assert our internal control over financial reporting is effective.
      This report will also contain a statement that our independent registered public
      accountants have issued an attestation report on management's assessment of
      such
      internal controls and conclusion on the operating effectiveness of those
      controls.





Management
      acknowledges its responsibility for internal controls over financial reporting
      and seeks to continually improve those controls. In order to achieve compliance
      with Section 404 of the Act within the prescribed period, we are currently
      performing the system and process documentation and evaluation needed to comply
      with Section 404, which is both costly and challenging. We expect our process
      for documenting, evaluating and monitoring our internal control over financial
      reporting, which will begin in 2007, will be consistent with the objectives
      of
      Section 404 of the Act.




25


**Item
      9B. Other Information**





None
      .





**PART
      III**





**Item
      10. Directors and Executive Officers of the Company**





**Directors
      and Executive Officers**





Our
      current directors and executive officers are as follows:





**Name**
            
            **Age**
            
            **Position**Raju
                Panjwani
            
            51
            
            Chairman
                of the Board of DirectorsRamesh
                Akella
            
            41
            
            President,
                Chief Strategy Officer and DirectorShekhar
                Wadekar
            
            48
            
            Executive
                Vice President, Secretary, Treasurer and DirectorRohit
                Phansalkar
            
            62
            
            Executive
                Vice President and Director





***Raju
      Panjwani*** has
      served as Chairman of our Board of Directors since August 2005. Prior to that
      he
      was our Executive Vice President and a member of our board of directors. Mr.
      Panjwani is the Chairman, Chief Executive Officer and majority stockholder
      of
      Epitome Global Services Private Limited, or EGS, based in Mumbai, India, which
      he founded in May 2005. EGS provides offshore consulting, middle office and
      back
      office, and knowledge based research and analytical services to global financial
      service companies. From October 1987 until April 2005, Mr. Panjwani was at
      Morgan Stanley - New York, where he was a Managing Director since 1999. Nearly
      seven of those 18 years were spent in India. He was responsible for establishing
      the Morgan Stanley presence in India in 1994 in businesses such as Institutional
      Equities, Custody, Asset Management and Investment Banking. Subsequently, he
      played a significant role in negotiating Morgan Stanley’s first ever joint
      venture, with JM Financial. Today, JM Morgan Stanley is Morgan Stanley’s
      flagship business in India, employing over 350 people. From 1999 until 2001
      Mr.
      Panjwani was Morgan Stanley’s India Country Representative and Chief Operating
      Officer and looked after its interests in the joint venture. He was also
      responsible for fostering Morgan Stanley’s IT outsourcing efforts, and later
      headed Morgan Stanley’s offshore initiatives in India. He was largely
      responsible for conceiving of and establishing Morgan Stanley’s first “Global
      Knowledge Center” in 2003, which supports knowledge-based services globally
      across institutional businesses, and today employs over 400 people in India.
      In
      addition, Mr. Panjwani served on the Board of Directors of the U.S. India
      Business Council in Washington, D.C. from October 2002 to April 2005. Mr.
      Panjwani received his B.S. in Business from Delhi University in 1975, became
      a
      Chartered Accountant in India in 1979 and is a certified public accountant
      in
      New York State since 1980.





***Ramesh
      Akella*** has
      served as our President and Chief Strategy Officer and a member of our board
      of
      directors since our inception. He is the founder and managing partner of Phoenix
      Capital Partners LLC, a financial advisory firm for companies in the
      entertainment, media and communications, healthcare and IT industries, which
      he
      founded in 1998. From 1996 to 1998, Mr. Akella was Managing Director of Dover
      Finance Group, Ltd., a corporate finance boutique specializing in structured
      finance for media, entertainment and communications companies. From 1987 to
      1996, Mr. Akella managed private equity investments and corporate development
      for a family office. He is an advisor to Cornell University’s BR Ventures and a
      member of Cornell’s Johnson Graduate School of Management’s Advisory Council and
      the Dean’s Leadership Committee. Mr. Akella holds an M.B.A. with Distinction
      from Cornell University.





***Shekhar
      Wadekar, Ph.D.*** ,
      has
      served as our Executive Vice President, Secretary and Treasurer and a member
      of
      our board of directors since our inception. Since December 2006, he has served
      as the President, Secretary and Director of Yantrik Technology Inc., a company
      involved in the reselling of engineering services. Since November 2003, he
      has
      served as President and Chief Executive Officer of Traxyz Medical, Inc., a
      development stage medical device company. From February 2002 to September 2003,
      he served as President and Chief Operating Officer of MadMax Optics, a
      scientific software company. From August 1994 until joining MadMax Optics,
      Dr.
      Wadekar served as research analyst on Wall Street following the semiconductor
      industry. From April 1999 to February 2002, he served as Director in Equity
      Research at Royal Bank of Canada Capital Markets. Prior thereto, he was employed
      by Raymond James and Associates and Sanford C. Bernstein and Co., Inc. From
      August 1989 to December 1993, Dr. Wadekar was employed at IBM working on optical
      communications and was also Technical Coordinator of the IBM/Siemens/Toshiba
      joint development program in semiconductor memory. He holds a Ph.D. in
      electrical engineering from the University of Delaware, an M.B.A. from the
      Stern
      School of Business at New York University and a B.Tech. in metallurgical
      engineering from the Indian Institute of Technology, Bombay.




26





***Rohit
      Phansalkar*** has
      served as our Executive Vice President since August 2005 and has been a member
      of our board of directors since our inception. Prior to that, he was our Chief
      Executive Officer and Chairman of the Board. Since June 2001, he has served
      as
      Chairman of the Board and Chief Executive Officer of RKP Capital, Inc., a
      merchant banking boutique. From June 2000 to September 2000, Mr. Phansalkar
      served as Chairman of the Board and Chief Executive Officer of Osicom
      Technologies, Inc., listed on the NASDAQ. From February 1998 until joining
      Osicom, he was a Partner of Anderson, Weinroth & Co., L.P., a private equity
      firm. Prior thereto, he served as Vice Chairman and Chief Executive Officer
      of
      Newbridge Capital, a firm engaged in private equity investments in India. Mr.
      Phansalkar previously served as Senior Vice President and Co-head of the Energy
      Finance Group at Shearson American Express, Managing Director of Bear Stearns
      and Managing Director and Head of the Energy Finance Group at Oppenheimer &
Co. Mr. Phansalkar was the Founding Chairman of The India Fund, a $510 million,
      closed-end investment fund, listed on the NYSE. Mr. Phansalkar received his
      M.B.A. from Harvard Graduate School of Business.





Our
      board
      of directors is divided into three classes with only one class of directors
      being elected in each year and each class serving a three-year term. The term
      of
      office of the first class of directors, consisting of Rohit Phansalkar, will
      expire at our first annual meeting of stockholders. The term of office of the
      second class of directors, consisting of Shekhar Wadekar, will expire at the
      second annual meeting. The term of office of the third class of directors,
      consisting of Raju Panjwani and Ramesh Akella, will expire at the third annual
      meeting.





These
      individuals will play a key role in identifying, evaluating, and selecting
      target businesses, and structuring, negotiating and consummating our business
      combination. None of these individuals has been a principal of or affiliated
      with a public company or blank check company that executed a business plan
      similar to our business plan and none of these individuals is currently
      affiliated with such an entity. However, we believe that the skills and
      experience of these individuals, their collective access to acquisition
      opportunities and ideas, their contacts, and their transaction expertise should
      enable them to successfully identify and effect a business combination although
      we cannot assure you that they will, in fact, be able to do so.





Between
      2000 and 2003, Mr. Phansalkar was a party to a civil litigation with his former
      employer, Andersen Weinroth & Co., L.P., a boutique merchant banking firm
      (“AW”), regarding the terms of his departure from the firm. The consolidated
      action in federal court consisted of two complaints relating to events that
      occurred between 1998 and 2000. Mr. Phansalkar’s complaint against AW and its
      principals asserting claims for conversion, breach of contract, quantum meruit,
      unjust enrichment and promissory estoppel based on his allegation that AW and
      its principals misappropriated certain securities he had purchased and refused
      to give him agreed upon compensation; and AW’s complaint against Mr. Phansalkar
      asserting claims for breach of fiduciary duty, breach of contract and conversion
      based on its allegation that he refused to turn over to the firm certain options
      he received as a director of outside corporations contrary to firm policies.





After
      trial in two phases, the district court found, among other things, that (i)
      AW
      and its principals converted Mr. Phansalkar’s securities and awarded judgment to
      him in the amount of $4,417,655, plus interest; and (ii) Mr. Phansalkar was
      not
      entitled to additional compensation based in part on its finding that he engaged
      in “isolated misdeeds” of employee disloyalty in failing to disclose certain
      compensation he received as a director of certain outside entities. The district
      court stated that his non-disclosures “did not permeate his service at AW or
      taint his other transactions while at the firm,” that he did not attempt to
      conceal the director compensation granted to him, and that he brought a number
      of attractive deals to the firm which generated substantial cash
      fees.





Upon
      appeal, the Second Circuit reversed the district court’s decision, holding that
      Mr. Phansalkar was required to forfeit all compensation he received at AW after
      October 15, 1999 in light of a finding of employee disloyalty, and remanded
      to
      the district court for further proceedings. Thereafter, the parties reached
      a
      consensual settlement and filed a stipulation dismissing the action with
      prejudice.





The
      Board
      of Directors has not determined whether anyone on the Board is an “audit
      committee financial expert,” as such term is defined by SEC rules. Since the
      Board does not have a separately designated Audit Committee we will not have
      any
      operating activities until such time as we enter into a business combination
      (meaning that its financial statements are relatively simple), our Board of
      Directors did not feel it was necessary to determine if anyone on our Board
      of
      Directors was an audit committee financial expert. Our Board of Directors will
      make a determination if there is an audit committee financial expert on its
      Board of Directors after a business combination with a target business is
      consummated.




27




**Director
      Independence**




Our
      Board
      of Directors has not determined if any of our directors qualifies as
      independent. Our Board of Directors will make a determination about independence
      after the business combination is consummated. We do not have an audit
      committee, nominating committee or compensation committee and therefore the
      entire Board of Directors performs those functions for us.




**Compensation
      Committee Interlocks and Insider Participation**




During
      the last fiscal year, none of our officers and employees, and no former officer,
      during the last completed fiscal year, participated in deliberations of our
      Board of Directors concerning executive officer compensation.





**Section
      16(a) Beneficial Ownership Reporting Compliance.**




Section
      16(a) of the Securities Exchange Act requires our directors, executive officers
      and persons who own more than 10% of our common stock to file reports of
      ownership and changes in ownership of our common stock with the Securities
      and
      Exchange Commission. Directors, executive officers and persons who own more
      than
      10% of our common stock are required by Securities and Exchange Commission
      regulations to furnish to us copies of all Section 16(a) forms they file. To
      our
      knowledge, based solely upon review of the copies of such reports received
      or
      written representations from the reporting persons, we believe that during
      the
      year ended December 31, 2006, our directors, executive officers and persons
      who
      own more than 10% of our common stock complied with all Section 16(a) filing
      requirements.





**Code
      of Ethics.**




We
      currently do not have a formal code of ethics. Upon consummation of a business
      combination, we intend to adopt a code of ethics that applies to our principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller or persons performing similar functions.




**Item
      11. Executive Compensation**




**Executive
      Compensation**




In
      2006,
      no compensation of any kind, including finders and consulting fees, was paid
      to
      any of our officers or directors, or any of their respective affiliates, nor
      will any compensation of any kind be paid to such persons for services rendered
      prior to or in connection with a business combination. However, our officers
      and
      directors have been and will continue to be reimbursed for any out-of-pocket
      expenses incurred in connection with activities on our behalf, such as
      identifying potential target businesses and performing due diligence on suitable
      business combinations. There is no limit on the amount of these out-of-pocket
      expenses, and there will be no review of the reasonableness of the expenses
      by
      anyone other than our directors, or a court of competent jurisdiction if such
      reimbursement is challenged.




Since
      we
      do not currently have an operating business, our officers do not receive any
      compensation for their service to us; and, since we have no other employees,
      we
      do not have any compensation policies, procedures, objectives or programs in
      place. We will adopt appropriate compensation policies, procedures, objectives
      or programs after a merger with a target business is consummated and our
      management team has had the opportunity to fully understand the operations
      of
      the business. However, it is anticipated that, after closing, the compensation
      for our senior executives will be comprised of four elements: a base salary,
      an
      annual performance bonus, equity and benefits.




28




In
      developing salary ranges, potential bonus payouts, equity awards and benefit
      plans, it is anticipated that our Compensation Committee (when formed after
      a
      business combination) will take into account: 1) competitive compensation among
      comparable companies and for similar positions in the market, 2) relevant ways
      to incentivize and reward senior management for improving shareholder value
      while building us into a successful company, 3) individual performance, 4)
      how
      best to retain key executives, 5) our overall performance, 6) our ability to
      pay
      and 7) other factors deemed to be relevant at the time.




**Compensation
      Committee Interlocks and Insider Participation**




Our
      Board
      of Directors does not have a compensation committee and the entire Board of
      Directors performs the functions of a compensation committee.




No
      member
      of the Compensation Committee has a relationship that would constitute an
      interlocking relationship with executive officers or directors of the Company
      or
      another entity.




**Compensation
      Committee Report**




Our
      Board
      of Directors does not have a compensation committee and the entire Board of
      Directors performs the functions of a compensation committee.




The
      Board
      of Directors has reviewed and discussed the discussion and analysis of our
      compensation which appears above with management, and, based on such review
      and
      discussion, the Board of Directors determined that the above disclosure be
      included in this Annual Report on Form 10-K.




The
      members of the Board of Directors are:





Raju
      Panjwani


Ramesh
      Akella


Shekhar
      Wadekar


Rohit
      Phansalkar





29


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




The
      following table sets forth, as of March 31, 2007, certain information regarding
      beneficial ownership of our common stock by each person who is known by us
      to
      beneficially own more than 5% of our common stock. The table also identifies
      the
      stock ownership of each of our directors, each of our officers, and all
      directors and officers as a group. Except as otherwise indicated, the
      stockholders listed in the table have sole voting and investment powers with
      respect to the shares indicated.




Shares
      of
      common stock which an individual or group has a right to acquire within 60
      days
      pursuant to the exercise or conversion of options, warrants or other similar
      convertible or derivative securities are deemed to be outstanding for the
      purpose of computing the percentage ownership of such individual or group,
      but
      are not deemed to be outstanding for the purpose of computing the percentage
      ownership of any other person shown in the table.





**Name
                and Address******
              **of
                Beneficial Owner (1)**
            
            **Amount
                and Nature of****Beneficial
                Ownership***
            
            
            **Percentage
                of**
              **Outstanding
                Common Stock***Raju
                Panjwani
            
            329,244
            (2)
            
            3.67%Ramesh
                Akella
            
            418,910
            (2)(3)
            
            4.62%Shekhar
                Wadekar
            
            345,244
            (2)(4)
            
            3.85%Rohit
                Phansalkar
            
            313,243
            (2)(5)
            
            3.44%Phoenix
                India Management Company LLC(6)
            
            480,468
            (7)
            
            5.35%All
                directors and executive officers as a group (4
                individuals)
            
            1,878,246
            
            
            20.94%





*
      - Based
      upon 8,966,796 shares of common stock outstanding.





(1)
      Unless otherwise indicated, the business address of each of the individuals
      and
      entities is c/o Phoenix Capital Partners LLC, 645 Madison Avenue, 12th Floor,
      New York, NY 10022.




(2)
      Excludes such individuals’ pro rata portion of the shares owned by their
      affiliated entity, Phoenix India Management Company LLC, including the 93,750
      shares included in the units that such entity will acquire in a private
      placement that will occur immediately prior to our public offering.




(3)
      Includes (i) an aggregate of 30,000 shares held by Mr. Akella’s brothers and
      sister-in-law and (ii) 78,126 shares which Mr. Akella has agreed to transfer
      only in the event the shares are released from escrow.




(4)
      Represents shares held in following four trusts for the benefit of Mr. Wadekar,
      his wife and children. Neither Mr. Wadekar, nor his wife, serve as trustees
      of
      these trusts.




(5)
      Includes an aggregate of 30,000 shares held by Mr. Phansalkar’s wife, his son
      and as custodian for the benefit of his daughters.




(6)
      Messrs. Panjwani, Akella, Wadekar and Phansalkar are joint and equal owners
      of
      this limited liability company and Mr. Akella serves as its managing member.




(7)
      In
      consideration of a loan to fund the purchase of the private placement units,
      386,718 of these shares will be transferred to the funding entity at such time,
      if ever, as they are released from escrow.




We
      had no
      options outstanding as of fiscal year end.





**Item
      13. Certain Relationships and Related Transactions**





On
      July
      22, 2005, we issued an aggregate of 1,562,500 units, each unit consisting of
      one
      share of our common stock and one warrant, to the individuals set forth below
      and their respective nominees for $25,000 in cash, at a purchase price of $0.016
      per unit, as follows:





**Name**
            ****
            **Number
                of Units**
            ****
            **Relationship
                to Us**Raju
                Panjwani
            
            371,094
            
            Chairman
                of the Board of DirectorsRamesh
                Akella
            
            449,218
            
            President,
                Chief Strategy Officer and DirectorShekhar
                Wadekar
            
            371,094
            
            Executive
                Vice President, Secretary, Treasurer and DirectorRohit
                Phansalkar
            
            371,094
            
            Executive
                Vice President and Director




30




On
      August
      15, 2005, we issued the aforementioned stockholders options to purchase such
      additional number of shares as would be necessary to maintain their and those
      of
      their affiliates percentage ownership in us after the offering in the event
      the
      underwriter exercises the over-allotment option. Such options were exercisable
      at $0.016 per share only if and only to the extent that the over-allotment
      option was exercised. On April 5, 2006, the underwriters exercised their
      over-allotment option and on such date the stockholders indicated exercised
      their option for an aggregate of 230,859
      shares of our common stock and we received approximately $3,690 in connection
      with such exercise.





The
      holders of the majority of these shares will be entitled to make up to two
      demands that we register these shares. The holders of the majority of these
      shares may elect to exercise these registration rights at any time after the
      date on which these shares of common stock are released from escrow, which,
      except in limited circumstances, is not before one year following the
      consummation of a business transaction. In addition, these stockholders have
      certain “piggy-back” registration rights on registration statements filed
      subsequent to the date on which these shares of common stock are released from
      escrow. We will bear the expenses incurred in connection with the filing of
      any
      such registration statements.





On
      March
      31, 2006, we sold 93,750 units to our existing officers and directors, through
      an entity they own, for an aggregate purchase price of $750,000, or $8.00 per
      unit. Each unit consists of one share of common stock and a warrant to purchase
      one share of common stock, exercisable at $5.00 per share. We have granted
      the
      holders of the private placement units demand and “piggy-back” registration
      rights with respect to the 93,750 shares, the 93,750 warrants and the 93,750
      shares underlying the warrants at any time commencing on the date we announce
      that we have entered into a letter of intent with respect to a proposed business
      combination. The demand registration may be exercised by the holders of a
      majority of such units. We will bear the expenses incurred in connection with
      the filing of any such registration statements.




Phoenix
      Capital Partners, LLC, an entity for which Ramesh Akella serves as Manager,
      provides certain administrative, technology and secretarial services, as well
      as
      the use of certain limited office space in New York City, as we may require
      from
      time to time. We pay Phoenix Capital Partners, LLC $5,000 per month for these
      services. Mr. Akella is a managing member of Phoenix Capital Partners, LLC
      and,
      as a result, will benefit from the transaction to the extent of his interest
      in
      this entity. However, this arrangement is solely for our benefit and is not
      intended to provide Mr. Akella compensation in lieu of a salary. We believe,
      based on rents and fees for similar services in New York City that the fee
      charged by Phoenix Capital Partners, LLC is at least as favorable as we could
      have obtained from an unaffiliated person. However, as our directors are not
      deemed “independent,” we did not have the benefit of disinterested directors
      approving this transaction.





Since
      inception, our executive officers and directors have advanced a total of
      $500,000 to us to cover expenses primarily related to our public offering and
      the private placement and to fund working capital. Such loans were payable
      with
      4% annual interest upon our consummation of a business combination, subject
      to
      earlier repayment solely from interest in excess of $750,000 earned on the
      trust
      account. As of the date of this filing, all such loans and accrued interest
      have
      been repaid by the Company.





We
      are
      reimbursing our officers and directors for any reasonable out-of-pocket business
      expenses incurred by them in connection with certain activities on our behalf
      such as identifying and investigating possible target businesses and business
      combinations. There is no limit on the amount of accountable out-of-pocket
      expenses reimbursable by us, which will be reviewed only by our board or a
      court
      of competent jurisdiction if such reimbursement is challenged.





Other
      than reimbursable out-of-pocket expenses payable to our officers and directors
      and except for the administrative services fee, no compensation or fees of
      any
      kind, including finders and consulting fees, will be paid to any of our existing
      stockholders, officers or directors who owned our common stock prior to this
      offering, or to any of their respective affiliates for services rendered to
      us
      prior to or with respect to the business combination.




31




Our
      Board
      of Directors does not have any policies or procedures that it follows in
      connection to transactions it undertakes with related parties. The determination
      of any policies or procedures will be made after we consummate a business
      combination. Other than the repayment of expenses, we had no transactions with
      related parties since its initial public offering.




**Item
      14. Principal Accountant Fees and Services**




During
      the fiscal year ended December 31, 2006, our principal independent auditor
      was
      Miller, Ellin & Company, LLP, the services of which were provided in the
      following categories and amount:





**Audit
      Fees.**




The
      aggregate fees billed by Miller, Ellin & Company, LLP for professional
      services rendered for the audit of our annual financial statements for the
      fiscal year ended December 31, 2006, the reviews of the financial statements
      included in our Quarterly Reports on Form 10-Q and for services performed in
      connection with the Company's registration statement on Form S-1, were
      $21,769.





**Audit
      Related Fees**




Other
      than the fees described under the caption "Audit Fees" above, Miller, Ellin
      & Company, LLP did not bill any fees for services rendered to us during
      fiscal year 2006 for assurance and related services in connection with the
      audit
      or review of our financial statements.





**Tax
      Fees**




There
      were no fees billed by Miller, Ellin & Company, LLP for professional
      services rendered during the fiscal year ended December 31, 2006 for tax
      compliance, tax advice, and tax planning.





**All
      Other Fees**




There
      were no fees billed by Miller, Ellin & Company, LLP for other professional
      services rendered during the fiscal year ended December 31, 2006.





**Pre-Approval
      of Services.**




We
      do not
      have an audit committee. As a result, our board of directors performs the duties
      of an audit committee. Our board of directors evaluates and approves in advance
      the scope and cost of the engagement of an auditor before the auditor renders
      the audit and non-audit services. We do not rely on pre-approval policies and
      procedures.





**Item
      15. Exhibits and Financial Statement Schedules**





(a)  (1)
      Consolidated Financial Statements





Consolidated Balance
      Sheets


Consolidated Statement
      of Operations


Consolidated Statement
      of Stockholders’ Equity


Consolidated Statement
      of Cash Flows





(2)
      Schedules





None.





32




(b)
      Exhibits





The
      following Exhibits are filed as part of this report[to be
      updated]




**Exhibit
                No.**
            
            **Description**3.1
            
            Second
                Amended and Restated Certificate of Incorporation(1)3.2
            
            By-laws(1)4.1
            
            Specimen
                Unit Certificate(1)4.2
            
            Specimen
                Common Stock Certificate(1)4.3
            
            Specimen
                Warrant Certificate(1)4.4
            
            Form
                of Warrant Agreement between American Stock Transfer & Trust Company
                and the Company(1)4.5
            
            Form
                of Unit Purchase Option to be granted to the
                representative(1)10.1
            
            Form
                of Letter Agreement among the Company, Rodman & Renshaw, LLC and Raju
                Panjwani, Ramesh Akella, Shekhar Wadekar and Rohit
                Phansalkar(1)10.2
            
            Form
                of Letter Agreement among the Company, Rodman & Renshaw, LLC and each
                of the non-management existing stockholders(1)10.3
            
            Form
                of Investment Management Trust Agreement between American Stock Transfer
                & Trust Company and the Company(1)10.4
            
            Form
                of Stock Escrow Agreement between the Company, American Stock Transfer
                & Trust Company and the existing stockholders(1)10.5
            
            Amended
                and Restated Promissory Note, dated March 1, 2006, issued to Raju
                Panjwani(1)10.6
            
            Amended
                and Restated Promissory Note, dated March 1, 2006, issued to Ramesh
                Akella(1)10.7
            
            Amended
                and Restated Promissory Note, dated March 1, 2006, issued to Shekhar
                Wadekar(1)10.8
            
            Amended
                and Restated Promissory Note, dated March 1, 2006, issued to Rohit
                Phansalkar(1)10.9
            
            Form
                of Administrative Services Agreement between the Company and Phoenix
                Capital Partners LLC(1)10.10
            
            Form
                of Registration Rights Agreement among the Company and the existing
                stockholders(1)10.11
            
            Form
                of Placement Unit Agreement among the Company, Phoenix India Management
                Company LLC, Rohit Phansalkar, Ramesh Akella, Raju Panjwani and Shekar
                Wadekar and Rodman & Renshaw, LLC(1)10.12
            
            Amended
                and Restated Option Agreement among the Company and the existing
                shareholders(1)31.1
            
            Certification
                of the President (Principal Executive and Principal Financial Officer)
                pursuant toRule 13a-14(a) of
                the Securities Exchange Act, as amended32.1
            
            Certification
                of the President (Principal Executive and Principal Financial Officer)
                pursuant to18
                U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002




(1)
      Incorporated by reference to the Registrant’s Registration Statement on Form S-1
      (File No. 333-128008 ).


33


**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15 (d) of the Securities Exchange Act
      of
      1934, the Registrant had duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.


PHOENIX
                INDIA ACQUISITION CORP.April
                16, 2007
            By:
            /s/Ramesh
              AkellaRamesh
                Akella, President




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the Registrant and in the
      capacities and on the dates indicated.





**Signature**
            
            **Title**
            
            **Date**/s/
                Raju Panjwani
            
            Chairman
                of the Board of Directors
            
            April16, 2007Raju
                Panjwani/s/
                Ramesh Akella
            
            Chief
                Financial Officer and Director
            
            April16, 2007Ramesh
                Akella
            
            ((principal
                executive officer and principal financial and accounting
                officer)/s/
                Shekhar Wadekar
            
            Executive
                Vice President,
            
            April16, 2007Shekhar
                Wadekar
            
            Secretary,
              Treasurer
              and Director/s/
                Rohit Phansalkar
            
            Executive
                Vice President and Director
            
            April16, 2007Rohit
                Phansalkar





34
 
 **INDEX
          TO FINANCIAL STATEMENTS**
 
 CONTENTS
                PAGEREPORT
                    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                F-1BALANCE
                    SHEETS AS OF DECEMBER 31, 2006 AND 2005
                F-2STATEMENTS
                    OF OPERATIONSFOR
                    THE YEAR ENDED DECEMBER 31, 2006, AND THEPERIOD
                    FROM JULY13, 2005 (INCEPTION) TO DECEMBER 31, 2005
                F-3STATEMENTS
                    OF STOCKHOLDERS' EQUITY FOR THE YEAR ENDEDDECEMBER
                    31, 2006, AND THE PERIOD FROM JULY13, 2005 (INCEPTION)
                  TO
                    DECEMBER 31, 2005
                F-4STATEMENTS
                    OF CASH FLOWSFOR
                    THE YEAR ENDED DECEMBER 31, 2006, AND THE PERIOD FROM
                  JULY13,
                    2005 (INCEPTION) TO DECEMBER 31, 2005
                F-5NOTES
                    TO FINANCIAL STATEMENTS
                F-7
 **REPORT
          OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 Board
          of
          Directors and Stockholders:
 
 We
          have
          audited the accompanying balance sheets of Phoenix India Acquisition Corp.
          (a
          development stage company) (the “Company”) as of December 31, 2006 and 2005 and
          the related statements of operations, stockholders’ equity and cash flows for
          the year ended December 31, 2006, the period from July 13, 2005 (inception)
          to
          December 31, 2005 and the period from July 13, 2005 (date of inception)
          through
          December 31, 2006. These financial statements are the responsibility of
          the
          Company’s management. Our responsibility is to express an opinion on these
          financial statements based on our audit.
 
 We
          conducted our audits in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that
          we plan
          and perform the audit to obtain reasonable assurance about whether the
          financial
          statements are free of material misstatement. An audit includes examining,
          on a
          test basis, evidence supporting the amounts and disclosures in the financial
          statements. An audit also includes assessing the accounting principles
          used and
          significant estimates made by management, as well as evaluating the overall
          financial statement presentation. We believe that our audit provides a
          reasonable basis for our opinion.
 
 In
          our
          opinion, the financial statements referred to above present fairly, in
          all
          material respects, the financial position of the Company as of December
          31, 2006
          and 2005 and the results of its operations and its cash flows for the year
          ended
          December 31, 2006, the period from July 13, 2005 (inception) to December
          31,
          2005 and the period from July 13, 2005 (date of inception) through December
          31,
          2006. in conformity with U.S. generally accepted accounting
          principles.
 
 
 /s/
          Miller, Ellin & Company LLP
 New
          York,
          New York
 April
          4,
          2007
  F-1
  **PHOENIX
          INDIA ACQUISITION CORP.** (a
            corporation in the development stage)
  **BALANCE
            SHEETS**
  **December
                    31, 2006**
                
                **December
                    31, 2005****ASSETS**Current
                    assets:Cash
                
                $
                1,085,202
                
                $
                1,234Cash
                    held in trust account
                
                
                55,118,592
                
                
                -Accrued
                    interest receivable
                
                
                204,927
                
                
                -Prepaid
                    expenses
                
                
                20,500
                
                
                -Other
                    assets, deferred offering costs
                
                
                -
                
                
                310,641Total
                    assets
                
                $
                56,429,221
                
                $
                311,875**Liabilities
                    and Stockholders' Equity**Current
                    and total liabilities:Accounts
                    payable and accrued expenses
                
                $
                120,261
                
                $
                89,875Income
                    taxes payable
                
                
                637,001
                
                
                -Notes
                    payable, stockholders
                
                
                -
                
                
                200,000Deferred
                    underwriting fees
                
                
                2,265,500
                
                
                -**Total
                    current and total liabilities**
                
                
                3,022,762
                
                
                289,875Common
                    stock subject to redemption, 1,415,2219 shares at redemption
                    value of
                    $7.65
                
                
                10,826,505
                
                
                -Stockholders'
                    Equity:Preferred
                    stock, $0.0001 par value, authorized 1,000,000 shares; none
                    issued
                
                
                
                
                
                -Common
                    stock, $0.0001 par value, authorized 89,000,000 shares, issued
                    and
                    outstanding 8,966,796 shares
                
                
                897
                
                
                157Paid-in
                    capital in excess of par
                
                
                41,903,917
                
                
                24,843Earnings
                    accumulated during the development stage
                
                
                675,140
                
                
                (3,000
                )Total
                    stockholders' equity
                
                
                42,579,954
                
                
                22,000**Total
                    liabilities and stockholders' equity**
                
                $
                56,429,221
                
                $
                311,875
  *See
          accompanying notes to financial statements*
 
 F-2
  **PHOENIX
          INDIA ACQUISITION CORP.**
 (a
          corporation in the development stage)
 **STATEMENTS
          OF OPERATIONS**
 
 **For
                    the period**
                
                **For
                    the period****from
                    July 13, 2005**
                
                **from
                    July 13, 2005****Year
                    ended**
                
                **(inception)**
                
                **(inception)****December
                    31, 2006**
                
                **to
                    December 31, 2005**
                
                **to
                    December 31, 2006**Revenues:Interest
                    income
                
                $
                2,111,374
                
                $
                -
                
                $
                2,111,374Total
                    revenues
                
                
                2,111,374
                
                
                -
                
                
                2,111,374Expenses:General
                    and administrateive expenses
                
                
                644,334
                
                
                3,000
                
                
                647,334Income
                    (loss) before provision for income taxes
                
                
                1,467,040
                
                
                (3,000
                )
                
                1,464,040Provision
                    for income taxes
                
                
                788,900
                
                
                -
                
                
                788,900Net
                    income (loss)
                
                $
                678,140
                
                $
                (3,000
                )
                $
                675,140Weighted
                    average shares outstanding:Basic
                
                
                8,860,461
                
                
                1,645,374
                
                
                5,313,963Diluted
                
                
                11,633,863
                
                
                1,645,374
                
                
                8,139,118Net
                    income (loss) per share, basic
                
                $
                0.08
                
                $
                (0.00
                )
                $
                0.13Net
                    income (loss) per share, diluted
                
                $
                0.06
                
                $
                (0.00
                )
                $
                0.08
  *See
          accompanying notes to financial statements*
 
 F-3
  **PHOENIX
            INDIA ACQUISITION CORP.**
 (a
            corporation in the development stage)
  **STATEMENTS
            OF STOCKHOLDERS' EQUITY**
  **For
            the year ended December 31, 2006 and for the period from July 13, 2005
            (inception) to December 31, 2005**
 Common
                      StockPar
                        Value
                      $0.0001
                  
                  
                  Paid-in
                        Capital
                          in
                        Excess
                          of
                  
                  
                  Earnings
                          Acccumulated
                          During
                            the
                          Development
                  
                  
                  Total
                    Stockholders'Shares
                  
                  
                  Amount
                  
                  
                  Par
                  
                  
                  Stage
                  
                  
                  EquityStock
                      issuance
                  
                  
                  1,562,500
                  
                  $
                  157
                  
                  $
                  24,843
                  
                  $
                  -
                  
                  $
                  25,000Net
                      loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (3,000.00
                  )
                  
                  (3,000.00
                  )**Balance**,
                      at December 31, 2005
                  
                  
                  1,562,500
                  
                  
                  157
                  
                  
                  24,843
                  
                  
                  (3,000.00
                  )
                  
                  22,000Stock
                      issuance on April 5, 2006 @$8.00
                  
                  
                  6,156,250
                  
                  
                  616
                  
                  
                  49,249,384
                  
                  
                  -
                  
                  
                  49,250,000Stock
                      issuance on April 5, 2006 @$8.00
                  
                  
                  923,437
                  
                  
                  92
                  
                  
                  7,387,404
                  
                  
                  -
                  
                  
                  7,387,496Stock
                      issuance on March 30, 2006 @$8.00
                  
                  
                  93,750
                  
                  
                  9
                  
                  
                  749,991
                  
                  
                  -
                  
                  
                  750,000Proceeds
                      from exercise of options on April 5, 2006
                  
                  
                  230,859
                  
                  
                  23
                  
                  
                  3,671
                  
                  
                  -
                  
                  
                  3,694Expenses
                      of offerings
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (4,684,871
                  )
                  
                  -
                  
                  
                  (4,684,871
                  )Less:
                      Proceeds subject to possible redemption of 1,415,229 shares,
                      19.99% of
                      public shares are subject to redemption $7.65 per share
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (10,826,505
                  )
                  
                  -
                  
                  
                  (10,826,505
                  )**Net
                      income**
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  678,140
                  
                  
                  675,140**Balance**,
                      at December, 2006
                  
                  
                  8,966,796
                  
                  $
                  897
                  
                  $
                  41,903,917
                  
                  $
                  675,140
                  
                  $
                  42,576,954
 *See
            accompanying notes to financial statements*
 
 F-4
  **PHOENIX
            INDIA ACQUISITION CORP.**
 (a
            corporation in the development stage)
  **STATEMENTS
            OF CASH FLOW**
 **For
                      period**
                  
                  **For
                      period****from
                      July 13,**
                  
                  **from
                      July 13,****2005**
                  
                  **2005****Year
                        ended**
                  
                  **(inception)
                      to**
                  
                  **(inception)
                      to****December
                      31,**
                  
                  **December
                      31,**
                  
                  **December
                      31,****2006**
                  
                  **2005**
                  
                  **2006****Cash
                      flows from operating activities**Net
                      income
                  
                  $
                  678,140
                  
                  $
                  (3,000
                  )
                  $
                  675,140Adjustment
                      to reconcile net loss to net cashprovided
                      by operating activities:Increase
                      in accrued interest receivable
                  
                  
                  (204,927
                  )
                  
                  -
                  
                  
                  (204,927
                  )Increase
                      in prepaid expenses
                  
                  
                  (20,500
                  )
                  
                  -
                  
                  
                  (20,500
                  )(Decrease)
                      increase in accounts payable and accrued expenses
                  
                  
                  78,462
                  
                  
                  3,000
                  
                  
                  81,462Income
                      taxes payable
                  
                  
                  637,001
                  
                  
                  -
                  
                  
                  637,001**Net
                      cash used in operating activities**
                  
                  
                  **1,168,176**
                  
                  
                  **-**
                  
                  
                  **1,168,176**Cash
                      flows from investing activities:Payment
                      to trust account
                  
                  
                  (55,118,592
                  )
                  
                  -
                  
                  
                  (55,118,592
                  )**Net
                      cash used in investing activities**
                  
                  
                  **(55,118,592**
                  **)**
                  
                  **-**
                  
                  
                  **(55,118,592**
                  **)**Cash
                      flows from financing activities:Gross
                      proceeds from public offering
                  
                  
                  56,637,496
                  
                  
                  -
                  
                  
                  56,637,496Gross
                      proceeds from private offering
                  
                  
                  750,000
                  
                  
                  -
                  
                  
                  750,000Proceeds
                      from notes payable, stockholders
                  
                  
                  (200,000
                  )
                  
                  200,000
                  
                  
                  -Proceeds
                      from sale of common stock
                  
                  
                  -
                  
                  
                  25,000
                  
                  
                  25,000Proceeds
                      from exercise of management options
                  
                  
                  3,697
                  
                  
                  -
                  
                  
                  3,697Payment
                      of offering costs
                  
                  
                  (2,156,809
                  )
                  
                  (223,766
                  )
                  
                  (2,380,575
                  )**Net
                      cash provided from financing activities**
                  
                  
                  **55,034,384**
                  
                  
                  **1,234**
                  
                  
                  **55,035,618**Cash
                      paid during the period for:Interest
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -Income
                      taxes
                  
                  $
                  151,899
                  
                  $
                  -
                  
                  $
                  151,899Net
                      increase in cash
                  
                  
                  1,083,968
                  
                  
                  1,234
                  
                  
                  1,085,202Cash,
                      beginning of period
                  
                  
                  1,234
                  
                  
                  -
                  
                  
                  -Cash,
                      end of period
                  
                  $
                  1,085,202
                  
                  $
                  1,234
                  
                  $
                  1,085,202Supplemental
                      non-cash financing transactionsAccrual
                      of costs of public offering
                  
                  $
                  2,332,396
                  
                  
                  86,975
                  
                  $
                  2,419,371
  See
          accompanying notes to financial statements






F-5


**NOTES
        TO PHOENIX INDIA ACQUISITION CORP.’s**
 **(a
        corporation in the development stage) FINANCIAL STATEMENTS**
  **1.**
              **Nature
                  of Operations and Summary of Significant Accounting
                  Policies**
  *Nature
        of Operations*
  The
        Company was incorporated in Delaware on July 13, 2005, as a blank check company
        whose objective is to acquire, through a merger, capital stock exchange,
        asset
        acquisition or other similar business combination, a currently unidentified
        business with primary operations in India.
  Primarily
        all activity from April 5, 2006, the consummation date of the Company’s initial
        public offering (“Offering”) described below, through December 31, 2006 relates
        to the Company’s efforts in identifying an acquisition target in India. The
        Company has selected December 31 as its fiscal year-end. The registration
        statement for the Company’s initial public offering ("Offering") was declared
        effective March 31, 2006. The Company completed a private placement (the
        “Private Placement”) on that date and received net proceeds of $750,000. The
        Company consummated the Offering on April 5, 2006 including the 923,437 units
        subject to the underwriters’ over-allotment option and the private placement
        sold to the existing officers and directors through an entity they own and
        received net proceeds of approximately $54,256,921 (Note 3). The Company’s
        management has broad discretion with respect to the specific application
        of the
        net proceeds of the Offering, although substantially all of the net proceeds
        of
        the Offering are intended to be generally applied toward consummating a business
        combination with a company operating in India (a “target
        business”).
  In
        evaluating a prospective target business, the Company will consider, among
        other
        factors, the financial condition and results of operation; growth potential;
        experience and skill of management; availability of additional personnel;
        capital requirements; competitive position; barriers to entry into other
        industries; 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 costs associated with effecting the business combination. These
        criteria are not intended to be exhaustive. Any evaluation relating to the
        merits of a particular business combination will be based, to the extent
        relevant, on the above factors, as well as other considerations deemed relevant
        by the Company in effecting a business combination consistent with its business
        objective.
  There
        are
        no assurances the Company will be able to successfully effect a business
        combination. An amount of $55,118,592 or 98.0% of the gross proceeds of the
        Offering  and
        the
        private placement is being held in an interest-bearing trust account at JP
        Morgan Chase NY Bank maintained by American Stock Transfer & Trust Company
        (“Trust Fund”) and invested in United States Treasury Bills with maturity dates
        of 180 days or less or in money market funds meeting certain conditions under
        Rule 2a-7 promulgated with the Investment Company Act of 1940, until the
        earlier
        of (i) the consummation of the Company’s first business combination or (ii) the
        liquidation of the Company. The placing of funds in the Trust Fund may not
        protect those funds from third party claims against the Company. Although
        the
        Company will seek to have all vendors, prospective target businesses or other
        entities it engages, executes agreements with the Company waiving any right,
        title, interest or claim of any kind in or to any monies held in the Trust
        Fund,
        there is no guarantee that they will execute such agreements. The remaining
        proceeds, not held in trust, may be used to pay for business, legal and
        accounting expenses, expenses which may be incurred related to the investigation
        and selection of a target business, and the negotiation of an agreement to
        acquire a target business, and for continuing general and administrative
        expenses.
  F-6
  The
        Company’s first business combination must be with a business or businesses with
        a fair market value of at least 80% of the Company’s net asset value at the time
        of acquisition. 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 stockholders owning 20% or more of the outstanding
        stock excluding, for this purpose, those persons who were stockholders prior
        to
        the Offering, vote against the business combination or request their conversion
        right as described below, the business combination will not be consummated.
        All
        of the Company's stockholders prior to the Offering, including all of the
        officers and directors of the Company (“Initial Stockholders”), have agreed to
        vote their 1,887,109 (including 93,750 shares purchased in the private placement
        and 230,859 shares purchased by exercising their option in full) founding
        shares
        of common stock in accordance with the vote of the majority in interest of
        all
        other stockholders of the Company (“Public Stockholders”) with respect to any
        business combination. After consummation of the Company’s first business
        combination, all of these voting safeguards will no longer be
        applicable.
  With
        respect to the first business combination, any Public Stockholder who votes
        against the business combination may demand that the Company redeem his or
        her
        shares. The per share redemption price will equal the amount in the Trust
        Fund
        as of the record date for determination of stockholders entitled to vote
        on the
        business combination divided by the number of shares of common stock held
        by
        Public Stockholders at the consummation of the Offering. Accordingly, Public
        Stockholders holding 19.99% of the aggregate number of shares owned by all
        Public Stockholders may seek redemption of their shares in the event of a
        business combination. Such Public Stockholders are entitled to receive their
        per
        share interest in the Trust Fund computed without regard to the shares held
        by
        Initial Stockholders. Accordingly, a portion of the net proceeds from the
        Offering (19.99% of the amount held in the Trust Fund), or $10,826,505 after
        proceeds from the underwriter over-allotment, has been classified as common
        stock subject to possible conversion and 19.99% of the related interest earned
        on cash held in the Trust Fund has been recorded as a contingent liability
        until
        the business combination is consummated.
  The
        Company’s Amended and Restated Certificate of Incorporation provides for
        mandatory liquidation of the Company, without stockholder approval, in the
        event
        that the Company does not consummate a business combination within eighteen
        (18)
        months from the date of the consummation of the Offering, or twenty-four
        (24)
        months from the consummation of the Offering if certain extension criteria
        have
        been satisfied. In the event of liquidation, 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 Offering (assuming no value is attributed to the Warrants contained
        in
        the Units sold in the Offering discussed in Note 3).
 
 *Cash
        and cash equivalents*
  The
        Company considers all highly liquid investments with original maturities
        of
        three months or less to be cash equivalents. The Company maintains cash balances
        with financial institutions, which, at times, may exceed the Federal Deposit
        Insurance Corporation limit. The Company has not experienced any losses to
        date
        as a result of this policy, and management believes there is little risk
        of
        loss.
  F-7
 
 *Net
        Income (Loss) Per Common Share*
  Net
        income (loss) per share is computed by dividing net income by the
        weighted-average number of shares of common stock outstanding during the
        period.
  *Derivative
        Financial Instrument*
  As
        described in Note 5, the Company has granted a Purchase Option to a
        representative of its underwriters. Based on Emerging Issues Task Force 00-19,
        Accounting for Derivative Financial Instruments Indexed to, and Potentially
        Settle in, a Company’s Own Stock, the sale of the Purchase Option was reported
        in permanent equity and accordingly, there is no impact on the Company's
        financial position and results of operations, except for the $100 in proceeds
        from the sale. Subsequent changes in fair value will not be recognized as
        long
        as the Purchase Option continues to be classified as an equity
        instrument.
  The
        Company has determined, based on the Black-Scholes option pricing formula,
        the
        fair value of the Purchase Option at date of issuance, was $6.04 per share
        or
        approximately $2,602,859 in total, using a risk-free interest rate of 5.0%,
        expected life of five years and estimated volatility of 100.0%.
  The
        volatility estimate of 100.0% is based on information current available to
        management. Although an expected life of five years was used in the calculation,
        if the Company does not consummate a business combination within the prescribed
        time period and the Company liquidates, the Company believes the option will
        become worthless.
  *Use
        of Estimates*
  The
        preparation of financial statements in conformity with accounting principles
        generally accepted in the United States of America requires management to
        make
        estimates and assumptions that affect the reported amounts of assets and
        liabilities at the date of the financial statements and the reported amounts
        of
        expenses during the reporting period. Actual results could differ from those
        estimates.
 
 *2.*  **Income
        Taxes**
  Income
        tax expense for both the year ended December 31, 2006 and period from July
        31,
        2005 (inception) to December 31, 2006 was $788,900; which amounts to an
        effective tax rate of 53.8% and 53.9%, respectively
  The
        effective tax rate differs from the statutory rate of 34% primarily due to
        state
        and local taxes.
 
 *Recent
        Accounting Pronouncements*
  The
        Company does not believe that any recently issued, but not yet effective,
        accounting standards, if currently adopted, would have a material effect
        on the
        accompanying financial statements.
 
 **3.**  **Deferred
        Offering Costs**
 
 Deferred
        offering costs at December 31, 2005 consisted principally of accounting fees,
        legal fees and other fees that are related to the Offerings that were charged
        to
        capital upon the receipt of the capital raised.
  F-8
 
 **4.**  **Notes
        Payable, Stockholders**
 
 The
        Company issued unsecured promissory notes to management of the Company totaling
        $500,000 on April 5, 2006. The Notes bore interest at the rate of 4% per
        annum
        and repaid in part in fourth quarter of 2006 and the balance with interest
        in
        the first quarter of 2007.
 
 **5.**  **Related
        Party Transaction**
 
 The
        Company has agreed to pay Phoenix Capital Partners LLC, a company of which
        an
        executive officer is the sole member, an administrative fee of $5,000 per
        month
        for office space and general and administrative services from the effective
        date
        of the Public Offering through the acquisition date of a target
        business.
 
 **6.**  **Preferred
        Stock**
 
 The
        Company is authorized to issue 1,000,000 shares of preferred stock with such
        designations, voting and other rights and preferences, as may be determined
        from
        time to time by the Board of Directors.
 
 **7.**  **Per
        Share Information**
 
 In
        accordance with SFAS No. 128, “Earnings Per Share”, basic earnings per common
        share (“Basic EPS”) is computed by dividing the net income by the
        weighted-average number of shares outstanding. Diluted earnings per common
        share
        (“Diluted EPS”) is computed by dividing the net income by the weighted-average
        number of common shares and dilutive common share equivalents and warrants
        then
        outstanding. SFAS No. 128 requires the presentation of both Basic EPS and
        Diluted EPS on the face of the Company’s Condensed Statements of
        Income . Common
        share equivalents totaling 860,074 were excluded from the computation with
        respect to the three and twelve months ended December 31, 2006 and for the
        period since inception on July
        13, 2005 to December 31, 2006, as their impact would have been
        anti-dilutive.
  The
        following table sets forth the computation of basic and diluted per share
        information:
  **Twelve
                  months ended**
              
              **For
                      the period**
                    **from
                      April 5,**
                    **2006****December
                  31, 2006**
              
              **December
                  31, 2006****Numerator:**Net
                  Income
              
              $
              678,140
              
              $
              685,698**Denominator:**Weighted-average
                  common shares outstanding
              
              
              8,860,461
              
              
              8,860,461Dilutive
                  effect of warrants
              
              
              2,773,402
              
              
              2,773,402Weighted-average
                  common shares outstanding, assuming dilution
              
              
              11,633,863
              
              
              11,633,863**Net
                  Income Per Share:**Basic
              
              $
              0.08
              
              $
              0.10Diluted
              
              $
              0.06
              
              $
              0.07
   F-9