**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**


**______________**




**FORM
      10-K**




**ANNUAL
      REPORT**


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


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**




**For
      the fiscal year ended December 31, 2006**




**Commission
      file number:  001-32931**




**MILLENNIUM
      INDIA ACQUISITION COMPANY INC.**


(Exact
      name of registrant as specified in its charter)




**Delaware**
                (State
                  of incorporation)
              **20-4531310**
                (I.R.S.
                  Employer Identification No.)




**330
      East 38th Street, Suite 46C**


**New
      York, New York 10016**


(Address
      of principal executive offices, including zip code)




**(212) 681-6783**


(Registrant’s
      telephone number, including area code)




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




**Title
                of Each Class**
            **Name
                of Exchange where Registered****Common
                Stock, par value $.0001 per share**
            **American
                Stock Exchange****Warrants,
                expiration date July 19, 2010**
            **American
                Stock Exchange**




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




**None**




**______________**




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




**Indicate
      by check mark if the
      registrant is not required to file reports pursuant to Section 13 or
      Section 15(d) of the Exchange
      Act.       Yes o     Nox**




**Indicate
      by check mark whether the registrant: (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
      months (or for such shorter period that the registrant was required to file
      such
      reports), and (2) had 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 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.   o**




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




**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**




**State
      the aggregate market value of the voting and non-voting common equity held
      by
      non-affiliates computed by reference to the price at which the common equity
      was
      last sold, or the average bid and asked price of such common equity, as of
      the
      last business day of the registrant’s most recently completed second fiscal
      quarter.  [Not Applicable as Registrant was not a public company on
      June 30, 2006.]**




**As
      of March 23, 2007, there were outstanding 9,062,500 shares of the registrant’s
      common stock issued and outstanding.**










**PART
      I**




**Item
                1.**
            **Business.**




**Introduction**




We
      are a
      blank check company organized under the laws of the State of Delaware on March
      15, 2006 for the purpose of effecting a merger, capital stock exchange, asset
      acquisition or other similar transaction with one or more businesses that have
      operations primarily in India. While our efforts in identifying a prospective
      target business have not been limited to a particular industry, we have focused
      primarily on privately owned businesses within the financial services,
      healthcare, infrastructure and consumer, retail and hospitality sectors.
      However, we remain willing to review any business opportunity presented to
      us in
      any industry sector.




Our
      entire activity from inception through December 31, 2006 has been to prepare
      for
      our initial public offering and to effect a business combination. We have not
      generated any revenues.




Our
      principal executive office is located at 330 East 38th Street,
      New York,
      New York 10016 and our telephone number at that address is
      (212) 681-6783.




**Identification
      of Industry Sectors**




We
      are
      focusing our efforts on identifying privately owned businesses within the
      financial services, healthcare, infrastructure, and consumer, retail and
      hospitality sectors for our potential target business combination. We believe
      privately owned businesses within these sectors represent particularly
      attractive acquisition targets with favorable valuations and significant growth
      potential.




*Financial
      Services*




The
      Tribune India reported that during 2004, local banks such as ICICI, HDFC, Bank
      Ltd, Unit Trust of India, and Industrial Development Bank extended approximately
      $2.5 billion in loans, registering a 62% growth over the prior year in the
      $21.5
      billion retail business market that had previously been dominated by public
      sector banks. Home loans escalated approximately 58% during that one year
      period. Further, consumers in India are substantially underleveraged relative
      to
      other Asian countries, such as Thailand, Korea and Taiwan, and with respect
      to
      other countries such as the United States. We believe that vigorous business
      transformations, combined with a large and increasingly consumption-driven
      population, is fueling a strong growth in the financial services industry,
      thereby presenting attractive acquisition opportunities for businesses, such
      as
      consumer finance and on-line trading, that are positioned to take advantage
      of
      anticipated demand and growth in the financial services industry.




*Healthcare*




India’s
      continually rising literacy rate, together with increasing income levels and
      media focus, has heightened public awareness of health care issues. A joint
      study conducted by McKinsey & Co. and the Confederation of Indian
      Industry shows estimated healthcare spending that is expected to double over
      the
      next ten years, with the majority of such increase expected to be in private
      healthcare. Noting that with costs of quality healthcare in India averaged
      80%
      to 90% less than western societies, this study projected that the total Indian
      healthcare market could rise from $22.2 billion in 2005 to $69 billion by 2012.
      Additionally, an IBEF study shows that healthcare tourism is increasing by
      an
      average of 30% each year, such that today, one out of ten patients in Indian
      hospitals is from outside







of
      India.
      This study concluded that India has the potential to attract over one million
      health tourists a year, contributing approximately $5 billion to the Indian
      economy. The Indian government is also contributing to the growing healthcare
      industry by providing incentives to create and upgrade infrastructure, as well
      as reduce operational costs. We believe that businesses that provide
      state-of-the-art services or products to the healthcare and/or pharmaceutical
      industries are particularly attractive acquisition targets.




*Consumer,
      Retail and Hospitality*




A.T.
      Kearney Inc. estimated India’s total retail market in 2004 at $202.6 billion,
      with an anticipated compounded growth rate of 30% over the next five years.
      Retail business activities are expected to grow at a rate of 25% per year by
      2010. Supporting sectors such as real estate are similarly growing. Global
      real
      estate consulting group, Knight Frank LLP, ranked India fifth in the list of
      30
      emerging retail markets and has predicted an impressive 20% growth rate for
      the
      retail real estate segment by 2010. Business travel and domestic and foreign
      tourism are also dramatically increasing and, by 2014, are expected to generate
      approximately $90.4 billion of total demand and nearly 28 million jobs,
      according to published research performed by the World Travel and Tourism
      Council. We believe that businesses in the travel and business services, for
      example, are an attractive acquisition target because of their position to
      take
      advantage of the increases in commercial and personal travel related to business
      expansions and rising disposable incomes.




*Infrastructure*




The
      Indian government has announced plans to spend at least $17 billion to upgrade
      roads, airports and ports by 2010 and at least two dozen significant
      international civil engineering, construction and infrastructure consultancy
      firms have set up operations in India within the past several years. We believe
      there are significant growth opportunities for companies that develop and build
      infrastructure, including providing logistics, transportation and financial
      services to support development, because of the rapidly growing Indian economy
      and increasing demand by the large, growing Indian work force for ongoing
      infrastructure improvements.




**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
      amount of cash held in trust, derived from the proceeds of the initial public
      offering, and the proceeds derived from the sale of private placement warrants
      sold prior to the date of the initial public offering, as well as our existing
      cash, 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,
      a
      business combination may involve a company which may be financially unstable
      or
      in its early stages of development or growth.




*We
      have not identified a target business*




Although
      our focus in identifying a prospective target business is on private businesses
      within the financial services, healthcare, infrastructure/industrial growth,
      and
      consumer, retail and hospitality




-2-


sectors,
      our efforts in identifying a prospective target business will not be limited
      to
      a particular industry and we may ultimately acquire a business in any industry
      we deem appropriate. Subject to the limitations that a target business have
      a
      fair market value of at least 80% of our net assets 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. We have not established any specific attributes or criteria
      (financial or otherwise) for prospective target businesses. 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. In addition, to the extent that we
      effect a business combination with an entity in an industry characterized by
      a
      high level of risk, we may be affected by the currently unascertainable risks
      of
      that industry. An extremely high level of risk frequently characterizes many
      industries which experience rapid growth. In addition, although our management
      will endeavor to evaluate the risks inherent in a particular industry or 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
      as a
      consequence of meetings initiated by our officers, directors or special advisors
      with securities broker-dealers, investment bankers, venture capitalists, bankers
      or other members of the financial community. We also anticipate we will receive
      unsolicited proposals from persons or entities who may become aware of our
      interest in acquiring a target business through public awareness of our
      acquisition intentions. Our officers and directors and their affiliates may
      also
      bring to our attention target business candidates. While we do not presently
      anticipate engaging the services of professional firms that specialize in
      business acquisitions on any formal basis, we may engage these firms in the
      future, in which event we may pay a finder’s fee or other compensation. In no
      event, however, will any of our existing officers and directors or any entity
      with which they are affiliated be paid any finder’s fee, consulting fee or other
      compensation prior to or in connection with the consummation of a business
      combination.




*Size
      of potential target business*




We
      intend
      to identify a prospective target business, within our target industry sectors,
      that is of a reasonable size and has good growth potential. Based on our
      experience in these target industry sectors, as well as our knowledge of the
      Indian market, we believe the likely target business is one where the
      founder/entrepreneur is looking for liquidity, has exhausted his or her skills
      to continue to grow the business and is in need of growth capital for expansion,
      or is a business owned by a larger company that desires to spin off development
      of one of its smaller, possibly “non core” units, or a target business that
      shares several of these traits. We plan to position our company to effect a
      business combination within a range of $55 million to $250 million because
      we
      believe:




•
            there
                are a substantial number of business combination opportunities in
                this
                target value range which are large enough and possess the necessary
                growth
                potential to be a public company;
                and




•
            there
                is less competition in this transaction size from larger private
                equity
                investors and strategic investors who we believe seek opportunities
                in
                excess of $250 million.




Accordingly,
      while we anticipate consummating a transaction with a value within a range
      of
      $55 million to $250 million, we reserve the right to pursue transactions that
      are significantly in excess




-3-


of
      this
      range. We have no limitation on our ability to raise additional funds through
      the private sale of securities or the incurrence of indebtedness that would
      enable us to effect a business combination with an operating business having
      a
      fair market value in excess of 80% of our net assets at the time of such an
      acquisition. Since we have no specific business combination under consideration,
      we have not entered into any such fund raising arrangement and have no current
      intention of doing so.




*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 with a fair market value that is equal to at least 80% of our net
      assets at the time of such acquisition, our management has virtually
      unrestricted flexibility in identifying and selecting a prospective target
      business. We have not established any specific attributes or criteria (financial
      or otherwise) for prospective target businesses. We expect that our management
      will diligently review all of the proposals we receive with respect to a
      prospective target business. In evaluating a prospective target business, our
      management will consider, among other factors, the following:




•
            financial
                condition and results of operation;




•
            growth
                potential;




•
            experience
                and skill of management and availability of additional
                personnel;




•
            earnings
                before interest, taxes, depreciation and amortization
                charges;




•
            consistent
                operating margins;




•
            nature
                of the customers and contracts;




•
            stability
                and continuity in customer
                relationships;




•
            backlog
                of orders for services;




•
            capital
                requirements;




•
            competitive
                position;




•
            barriers
                to entry in the relevant industry
                sector;




•
            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 relevant industry sector;
                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




-4-


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 and inspection of facilities, as
      well
      as review of financial and other information which will be made available to
      us.




We
      will
      endeavor to structure a business combination so as to achieve the most favorable
      tax treatment to us, the target business and both companies’ stockholders. We
      cannot assure you, however, that the Internal Revenue Service or appropriate
      state tax authority will agree with our tax treatment of the business
      combination.




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. None of our
      officers, directors or special advisors will receive any compensation prior
      to
      the consummation of our initial business combination, except for out-of pocket
      expenses incurred by them on our behalf.




*Fair
      market value of target business*




The
      initial target business that we acquire must have a fair market value equal
      to
      at least 80% of our net assets at the time of such acquisition. The fair market
      value of such business 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 that the target business has a sufficient fair market
      value, we will obtain an opinion from an unaffiliated, independent investment
      banking firm that 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 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 absent the inability
      of
      our board of directors to independently determine that the target business
      does
      have sufficient fair market value. Nevertheless we reserve the right to obtain
      an opinion from an unaffiliated, independent investment banking firm if we
      deem
      it appropriate, for example, in the event of an actual or perceived conflict
      of
      interest.




*Probable
      lack of business diversification*




As
      of
      December 31, 2006, we had $57,004,924 of principal and interest held in the
      trust account, which we may use to complete a business combination. Our initial
      business combination must be with a business that has its operations primarily
      in India whose fair market value is equal to at least 80% of our net assets
      a
      the time of such acquisition. In order to do so, we have no limitation on our
      ability to raise additional funds through the private sale of securities or
      the
      incurrence of indebtedness that would enable us to effect a business combination
      with an operating business having a fair market value in excess of 80% of our
      net assets at the time of such an acquisition. Since we have no specific
      business combination under consideration, we have not entered into any such
      fund
      raising arrangement and have no current intention of doing so. As a result,
      we
      are likely to complete a business combination with only a single operating
      business, which may have only a limited number of products or services. The
      resulting lack of diversification:




•
            will
                result in our dependency upon the performance of a single operating
                business;




-5-


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




•
            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.




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




*Limited
      ability to evaluate the target business’ management*




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 intending to embark on a program of business development. Furthermore,
      the future role of our directors, if any, in the target business cannot
      presently be stated with any certainty. 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 directors will have significant experience or knowledge
      relating to the operations of the particular target business.




Following
      a business combination, we may seek to recruit additional managers to supplement
      the incumbent management of the target business. We cannot assure you that
      we
      will have the ability to recruit additional managers, or that any such
      additional managers will have the 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 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 Exchange Act, which, among other matters, will include
      a
      description of the operations of the target business and audited historical
      financial statements of the business. These materials will also be provided
      to
      the holders of our common stock although their vote will not be
      solicited.




In
      connection with any vote required for our initial business combination, all
      of
      our existing stockholders have agreed to vote the shares of common stock owned
      and acquired by them immediately prior to the initial public offering in
      accordance with the majority of the shares of common stock voted by the public
      stockholders other than our existing stockholders, including purchasers in
      our
      private placement offering. As a result, our existing stockholders, including
      purchasers in our private placement offering, will not have any conversion
      rights attributable to their shares owned and acquired immediately prior to
      the
      initial public offering in the event that a business combination transaction
      is
      approved by a majority of our public stockholders. We will proceed with the
      initial business combination only if both a majority of the shares of common
      stock voted by the




-6-


public
      stockholders are voted in favor of the business combination and public
      stockholders owning less than 20% of the shares sold in the initial public
      offering exercise their conversion rights.




*Conversion
      rights*




At
      the
      time we seek stockholder approval of any business combination, we will offer
      each stockholder, other than our existing stockholders, the right to have such
      shares of common stock converted to cash if the stockholder votes against the
      business combination and the business combination is approved and completed.
      Our
      existing stockholders will not have this right because they have agreed to
      vote
      their shares of common stock owned and acquired by them immediately prior to
      the
      initial public offering in accordance with the majority of the shares of common
      stock voted by the public stockholders, other than our existing stockholders,
      including purchasers in our private placement offering. The actual per-share
      conversion price will be equal to the amount in the trust account, exclusive
      of
      any interest and the amount representing the deferred portion of the
      underwriters’ fees and the deferred balance of the representative’s
      non-accountable expense allowance, as of two business days prior to the
      consummation of the proposed business combination, divided by 7,250,000 shares
      sold in the initial public offering. Without taking into account interest,
      if
      any, earned on the trust account, the initial per-share conversion price would
      be approximately $7.82, or $0.18 less than the per-unit offering price of $8.00.
      There may be a disincentive for public stockholders to exercise their conversion
      rights due to the fact that the amount available to such stockholders is likely
      to be less than the purchase price paid for the unit in the initial public
      offering. Voting against the business combination alone will not result in
      an
      election to exercise a stockholder’s conversion rights. A stockholder must also
      affirmatively exercise such conversion rights at or prior to the time the
      business combination is voted upon by the stockholders. An eligible stockholder
      may request conversion at any time after the mailing to our stockholders of
      the
      proxy statement and prior to the vote taken with respect to a proposed business
      combination at a meeting held for that purpose, but the request will not be
      granted unless the stockholder votes against the business combination and the
      business combination is approved and completed.




Any
      request for conversion, once made, may be withdrawn at any time up to the date
      of the meeting. It is anticipated that the funds to be distributed to
      stockholders entitled to convert their shares who elect conversion will be
      distributed within 30 days after completion of a business combination. Any
      stockholder who converts his, her or its stock into his, her or its share of
      the
      trust account still has the right to exercise the warrants that he, she or
      it
      received as part of the units. We will not complete any business combination
      if
      stockholders, owning 20% or more of the shares sold in the initial public
      offering, both vote against the business combination and exercise their
      conversion rights.




*Liquidation
      if no business combination*




If
      a
      letter of intent, agreement in principle or definitive agreement for a business
      combination has not been executed prior to November 20, 2007, which is two
      months before the initial deadline for a business combination, our board will,
      prior to such date, convene, adopt and recommend to our stockholders a plan
      of
      dissolution and distribution and on such date file a proxy statement with the
      SEC seeking stockholder approval for such plan. If, however, a letter of intent,
      agreement in principle or definitive agreement for a business combination has
      been executed prior to January 20, 2008, we will abandon our plan of dissolution
      and distribution and seek the consummation of that business combination. If
      a
      proxy statement seeking the approval of our stockholders for that business
      combination has not been filed prior to May 20, 2008, our board will, prior
      to
      such date, convene, adopt and recommend to our stockholders a plan of
      dissolution and distribution, and on such date file a proxy statement with
      the
      SEC seeking stockholder approval for such plan, as described below.




-7-


Upon
      dissolution, we 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 (including the amount representing the $725,000 deferred
      portion of the underwriters’ fees and the $832,500 deferred balance of the
      representative’s non-accountable expense allowance, plus any interest), net of
      taxes payable. We anticipate notifying the trustee of the trust account to
      begin
      liquidating such assets promptly after such date. Our existing stockholders,
      including purchasers in our private placement offering, have waived their rights
      to participate in any liquidation distribution, but only with respect to those
      shares of common stock owned by them prior to the initial public offering;
      they
      will participate in any liquidation distribution with respect to any shares
      of
      common stock acquired in connection with or following the initial public
      offering. There will be no distribution from the trust account with respect
      to
      our existing stockholders’ warrants which will expire worthless. We will pay the
      costs of liquidation from our working capital of up to $2,025,000 held outside
      of the trust account. If such funds are insufficient, our chief executive
      officer and chief financial officer have agreed pursuant to letter agreements
      with the underwriters to pay any additional funds necessary to complete such
      liquidation and to indemnify us from any third party claims against us that
      would reduce the amount of funds held in trust.




The
      proceeds deposited in the trust account could become subject to the claims
      of
      our creditors which could have higher priority than the claims of our public
      stockholders. Accordingly, the actual per-share liquidation price could be
      less
      than $7.82, plus interest, due to claims of creditors. Although we will seek
      to
      have all vendors, prospective target businesses or other entities we engage
      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, including but not limited to, fraudulent
      inducement, breach of fiduciary responsibility or other similar claims, as
      well
      as claims challenging the enforceability of the waiver, in each case in order
      to
      gain an advantage with a claim against our assets, including the funds held
      in
      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 if we chose not to engage such
      third party 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 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 any event, our management would perform an
      analysis of the alternatives available to it and would only enter into an
      agreement with a third party that did not execute a waiver if management
      believed that such third party’s engagement would be significantly more
      beneficial to us than any alternative. 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. Our chief
      executive officer and chief financial officer have personally agreed, pursuant
      to letter agreement with us and the representative, that if we liquidate prior
      to the consummation of a business combination, they will be personally liable
      to
      pay debts and obligations to target businesses or vendors or other entities
      that
      are owed money by us for services rendered or contracted for or products sold
      to
      us in excess of the net proceeds of amount held in the trust account. We cannot
      assure you, however, that our chief executive officer and chief financial
      officer will be able to satisfy those obligations.




Our
      public stockholders will be entitled to receive funds from the trust account
      only in the event of the expiration of our existence and our liquidation or
      if
      they seek to convert their respective shares into cash upon a business
      combination which the stockholder voted against and which is




-8-


completed
      by us. In no other circumstances will a stockholder have any right or interest
      of any kind to or in the trust account.




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. If the corporation complies with certain procedures
      set
      forth in Section 280 of the Delaware General Corporation Law intended to
      ensure that it makes reasonable provision for all claims against it, including
      a
      60-day notice period during which any third-party claims can be brought against
      the corporation, a 90-day period during which the corporation may reject any
      claims brought, and an additional 150-day waiting period before any liquidating
      distributions are made to stockholders, any liability of stockholders with
      respect to a liquidating distribution is limited to the lesser of such
      stockholder’s pro rata share of the claim or the amount distributed to the
      stockholder, and any liability of the stockholder would be barred after the
      third anniversary of the dissolution. Because we will not be complying with
      Section 280, we will seek stockholder approval to comply with
      Section 281(b) of the Delaware General Corporation Law, requiring us to
      adopt a plan that will provide for our payment, based on facts known to us
      at
      such time, of (i) all existing claims, (ii) all pending claims and
      (iii) all claims that may be potentially brought against us within the
      subsequent 10 years. However, because we are a blank check company, rather
      than
      an operating company, and our operations will be limited to searching for
      prospective target businesses to acquire, the only likely claims to arise would
      be from our vendors and service providers (such as accountants, lawyers,
      investment bankers, etc.) and potential target businesses. As described above,
      we are obligated to have all vendors, service providers and prospective target
      businesses execute agreements with us waiving any right, title, interest or
      claim of any kind they may have in or to any monies held in the trust account.
      As a result, the claims that could be made against us will be significantly
      limited and the likelihood that any claim would result in any liability
      extending to the trust is remote.




If
      we are
      forced to file a bankruptcy case or an involuntary bankruptcy case is filed
      against us which is not dismissed, the proceeds held in the trust account could
      be subject to applicable bankruptcy law, and may be included in our bankruptcy
      estate and subject to the claims of third parties with priority over the claims
      of our stockholders. To the extent any bankruptcy claims deplete the trust
      account, we cannot assure you we will be able to return to our public
      stockholders at least $7.82 per share.




If
      a
      letter of intent, agreement in principle or definitive agreement for a business
      combination has not been executed prior to November 20, 2007, which is two
      months before the initial deadline for a business combination, our board will,
      prior to such date, convene, adopt and recommend to our stockholders a plan
      of
      dissolution and distribution and on such date file a proxy statement with the
      SEC seeking stockholder approval for such plan. If, however, a letter of intent,
      agreement in principle or definitive agreement for a business combination has
      been executed prior to January 20, 2008, we will abandon our plan of dissolution
      and distribution and seek the consummation of that business combination. If
      a
      proxy statement seeking the approval of our stockholders for that business
      combination has not been filed prior to May 20, 2008, our board will, prior
      to
      such date, convene, adopt and recommend to our stockholders a plan of
      dissolution and distribution and on such date file a proxy statement with the
      SEC seeking stockholder approval for such plan. We currently believe that any
      plan of dissolution and liquidation subsequent to the expiration of the January
      and May deadlines would proceed in approximately the following
      manner:




•
            our
                board will, prior to such date, convene, adopt and recommend to our
                stockholders a plan of dissolution and distribution, and on such
                date file
                a proxy statement with the SEC seeking stockholder approval for such
                plan;




-9-


•
            upon
                such deadline, we would file our preliminary proxy statement with
                the
                SEC;




•
            if
                the SEC does not review the preliminary proxy statement, then, 10
                days
                following the passing of such deadline, we will deliver the proxy
                statements to our stockholders, and 30 days following the passing
                of such
                deadline, we will convene a meeting of our stockholders, at which
                they
                will either approve or reject our plan of dissolution and liquidation;
                and




•
            if
                the SEC does review the preliminary proxy statement, we currently
                estimate
                that we will receive its comments 30 days following the passing of
                such
                deadline. We will deliver the proxy statements to our stockholders
                following the conclusion of the comment and review process (the length
                of
                which we cannot predict with any certainty, and which may be substantial)
                and we will convene a meeting of our stockholders at which they will
                either approve or reject our plan of dissolution and
                liquidation.




In
      the
      event we seek stockholder approval for a plan of dissolution and liquidation
      and
      do not obtain such approval, we will nonetheless continue to pursue stockholder
      approval for our dissolution. If no proxy statement seeking the approval of
      our
      stockholders for a business combination has been filed by May 20, 2008, our
      board will, prior to such date, convene, adopt and recommend to our stockholders
      a plan of dissolution and distribution, and on such date file a proxy statement
      with the Securities and Exchange Commission seeking stockholder approval for
      such plan. The funds held in our trust account may not be distributed except
      upon our dissolution and, unless and until such approval is obtained from our
      stockholders, the funds held in our trust account will not be released.
      Consequently, holders of a majority of our outstanding stock must approve our
      dissolution in order to receive the funds held in our trust account and the
      funds will not be available for any other corporate purpose.




*Certificate
      of Incorporation*




Our
      certificate of incorporation sets forth certain requirements and restrictions
      that shall apply to us until the consummation of a business combination.
      Specifically, our certificate of incorporation provides, among other things,
      that:




•
            prior
                to the consummation of a business combination, we will submit such
                business combination to our stockholders for
                approval;




•
            we
                may consummate the business combination only if approved by a majority
                of
                our stockholders and public stockholders owning less than 20% of
                the
                shares sold in the initial public offering exercise their conversion
                rights;




•
            if
                a business combination is approved and consummated, public stockholders
                who voted against the business combination and exercised their conversion
                rights will receive their pro rata share of the trust account;
                and




•
            if
                a business combination is not consummated or a letter of intent,
                an
                agreement in principle or a definitive agreement is not signed within
                the
                time periods specified in the certificate of incorporation, then
                we will
                be dissolved and distribute to all of our public stockholders their
                pro
                rata share of the trust account and any remaining net
                assets.




Under
      Delaware law, the foregoing requirements and restrictions may be amended if
      our
      Board of Directors adopts a resolution declaring the advisability of an
      amendment which is then




-10-


approved
      by a majority of our stockholders of our outstanding shares. Such an amendment
      could reduce or eliminate the protection that such requirements and restrictions
      afford to our stockholders. However, pursuant to our Articles of Incorporation,
      neither we nor the Board of Directors will propose or seek stockholder approval
      of any amendment of these provisions.




**Audited
      Financial Statements of Target Business**




We
      will
      not acquire a target business if audited financial statements in conformity
      with
      United States generally accepted accounting principles cannot be obtained for
      the target business. Additionally, our management will provide our stockholders
      with audited financial statements, prepared in accordance with generally
      accepted accounting principles, of the prospective target business as part
      of
      the proxy solicitation materials sent to stockholders to assist them in
      assessing a business combination. We cannot assure you that any particular
      target business identified by us as a potential acquisition candidate will
      have
      financial statements prepared in accordance with United States generally
      accepted accounting principles or that the potential target business will be
      able to prepare its financial statements in accordance with United States
      generally accepted accounting principles. To the extent that this requirement
      cannot be met, we may not be able to acquire the proposed target business.
      While
      this may limit the pool of potential acquisition candidates, we do not believe
      that this limitation will be material.




**Competition**




In
      identifying, evaluating and selecting a target business, we may encounter
      intense competition from other entities having a business objective similar
      to
      ours. Based on publicly available information, from August 2003 through December
      2006, approximately 78 similarly structured blank check companies have completed
      initial public offerings, including three with a specific focus on Indian target
      businesses, and numerous others have filed registration statements. Many of
      these entities are well established and have extensive experience identifying
      and effecting business combinations directly or through affiliates. Many of
      these competitors possess greater technical, human and other resources than
      us
      and our financial resources are 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 initial public
      offering and the sale of warrants in our private placement 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:




•
            our
                obligation to seek stockholder approval of a business combination
                may
                delay the completion of a
                transaction;




•
            our
                obligation to convert into cash shares of common stock held by our
                stockholders if such holders both vote against the business combination
                and also seek conversion of their shares may reduce the resources
                available to us for a business combination;
                and




•
            our
                outstanding warrants and option, and the future dilution they potentially
                represent, may not be viewed favorably by certain target
                businesses.




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




-11-


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




**Employees**




We
      currently have two full-time officers, F. Jacob Cherian, our President and
      Chief Executive Officer and Suhel Kanuga, our Executive Vice President, Chief
      Financial Officer, Treasurer and Secretary, who have relocated to India since
      the consummation of the initial public offering, taking up full-time residency
      in Mumbai, to oversee the sourcing, identification and selection of a target
      business, the negotiation of business combination terms and the conduct of
      due
      diligence until the consummation of a business combination or our liquidation.
      We have no other employees.




**Item 1A.**
            **Risk
                Factors.**




*An
      investment in our securities involves a high degree of risk. You should consider
      carefully all of the risks described below, together with the other information
      contained in this annual report.*




**Risks
      Associated with Our Business**




***We
      are a development stage company with no operating history and very limited
      resources.***




Since
      we
      do not have an operating history, you will have no basis upon which to evaluate
      our ability to achieve our business objective, which is to acquire an operating
      business. We have no present revenue and will not generate any revenues (other
      than interest income on the proceeds from the proceeds held in trust) until,
      at
      the earliest, after the consummation of a business combination.




***Since
      we have not yet selected a target business with which to complete a business
      combination, we are unable to currently ascertain the merits or risks of the
      industry or business in which we may ultimately
      operate.***




Although
      we have focused our efforts on businesses with primary operations in India,
      we
      are not limited to any particular industry or type of business. Accordingly,
      there is no current basis for you to evaluate the possible merits or risks
      of
      the particular industry in which we may ultimately operate or the target
      business that we may ultimately acquire. 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 industry or target business operating in India, we
      cannot assure you that we will properly ascertain or assess all of the
      significant risk factors. We also cannot assure you that an investment in our
      securities will not ultimately




-12-


prove
      to
      be less favorable to investors than a direct investment, if an opportunity
      were
      available, in a target business.




***We
      may not be able to consummate a business combination within the required time
      frame, in which case, we would be forced to
      liquidate.***




We
      must
      complete a business combination with a fair market value of at least 80% of
      our
      net assets (excluding the deferred underwriters’ discount and representative’s
      non-accountable expense allowance held in the trust account for) at the time
      of
      acquisition by January 20, 2008 (or by May 20, 2008 if a letter of intent,
      agreement in principle or a definitive agreement has been executed by January
      20, 2008 and the business combination relating thereto has not yet been
      consummated). We may not be able to find suitable target businesses within
      the
      required time frame. In addition, our negotiating position and our ability
      to
      conduct adequate due diligence on any potential target may be reduced as we
      approach the deadline for the consummation of a business combination. If a
      letter of intent, agreement in principle or definitive agreement for a business
      combination has not been executed prior to November 20, 2007, which is two
      months before the initial deadline for a business combination, our board will,
      prior to January 20, 2008, convene, adopt and recommend to our stockholders
      a
      plan of dissolution and distribution and on such date file a proxy statement
      with the SEC seeking stockholder approval for such plan. If, however, a letter
      of intent, agreement in principle or definitive agreement for a business
      combination has been executed prior to January 20, 2008, we will abandon our
      plan of dissolution and distribution and seek the consummation of that business
      combination. If a proxy statement seeking the approval of our stockholders
      for
      that business combination has not been filed prior to May 20, 2008, our board
      will, prior to such date, convene, adopt and recommend to our stockholders
      a
      plan of dissolution and distribution, and on such date file a proxy statement
      with the SEC seeking stockholder approval for such plan.




***If
      we do not consummate a business combination and dissolve, payments from the
      trust account to our public stockholders may be
      delayed.***




If
      a
      letter of intent, agreement in principle or definitive agreement for a business
      combination has not been executed prior to November 20, 2007, which is two
      months before the initial deadline for a business combination, our board will,
      prior to January 20, 2008, convene, adopt and recommend to our stockholders
      a
      plan of dissolution and distribution and on such date file a proxy statement
      with the SEC seeking stockholder approval for such plan. If, however, a letter
      of intent, agreement in principle or definitive agreement for a business
      combination has been executed prior to January 20, 2008, we will abandon our
      plan of dissolution and distribution and seek the consummation of that business
      combination. If a proxy statement seeking the approval of our stockholders
      for
      that business combination has not been filed prior to May 20, 2008, our board
      will, prior to such date, convene, adopt and recommend to our stockholders
      a
      plan of dissolution and distribution and on such date file a proxy statement
      with the SEC seeking stockholder approval for such plan. We currently believe
      that any plan of dissolution and liquidation subsequent to the expiration of
      the
      January and May, 2008 deadlines would proceed in approximately the following
      manner:




•
            our
                board will, prior to such date, convene, adopt and recommend to our
                stockholders a plan of dissolution and distribution, and on such
                date file
                a proxy statement with the SEC seeking stockholder approval for such
                plan;




•
            upon
                such deadline, we would file our preliminary proxy statement with
                the
                SEC;




•
            if
                the SEC does not review the preliminary proxy statement, then, 10
                days
                following the passing of such deadline, we will mail the proxy statements
                to our stockholders, and 30


-13-
 days
                  following the passing of such deadline we will convene a meeting
                  of our
                  stockholders, at which time they will either approve or reject
                  our plan of
                  dissolution and liquidation; and


•
            if
                the SEC does review the preliminary proxy statement, we currently
                estimate
                that we will receive its comments 30 days following the passing of
                such
                deadline. We will mail the proxy statements to our stockholders following
                the conclusion of the comment and review process (the length of which
                we
                cannot predict with any certainty, and which may be substantial)
                and we
                will convene a meeting of our stockholders at which they will either
                approve or reject our plan of dissolution and
                liquidation.




In
      the
      event we seek stockholder approval for a plan of dissolution and liquidation
      and
      do not obtain such approval, we will nonetheless continue to pursue stockholder
      approval for our dissolution. The funds held in our trust account may not be
      distributed except upon our dissolution and, unless and until such approval
      is
      obtained from our stockholders, the funds held in our trust account will not
      be
      released. Consequently, holders of a majority of our outstanding stock must
      approve our dissolution in order to receive the funds held in our trust account
      and the funds will not be available for any other corporate
      purpose.




These
      procedures, or a vote to reject any plan of dissolution and liquidation 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
      liquidation.




We
      do not
      believe that our anticipated principal activities will subject us to the
      Investment Company Act of 1940. To this end, the proceeds held in trust may
      only
      be invested by the trustee in Treasury Bills issued by the United States with
      maturity dates of 180 days or less or in money market funds meeting certain
      conditions under Rule 2a-7 promulgated under the Investment Company Act of
      1940. By restricting the investment of the proceeds to these instruments, we
      intend to avoid being deemed an investment company within the meaning of the
      Investment Company Act of 1940. Our securities are not intended for persons
      who
      are seeking a return on investments in government securities. The trust account
      and the purchase of government securities for the trust account is intended
      as a
      holding place for funds pending the earlier to occur of either: (i) the
      consummation of a business combination, or (ii) our liquidation and
      distribution of the funds held in this trust account to our public stockholders
      as part of our plan of dissolution and liquidation. Notwithstanding our belief
      that we are not required to comply with the requirements of such act, in the
      event that the stockholders do not approve a plan of dissolution and liquidation
      and the funds remain in the trust account for an indeterminable amount of time,
      we may be considered to be an investment company and thus required to comply
      with such act. If we were deemed to be subject to the act, compliance with
      these
      additional regulatory burdens would require additional expense that we have
      not
      allotted for.




***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
      funds held in 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, the per-share liquidation will be less than $8.00 because of the
      expenses related to the initial public offering, our general and administrative
      expenses and the anticipated costs of seeking a business combination.
      Furthermore, the warrants will expire worthless if we liquidate before the
      completion of a business combination.




-14-


***You
      will not be entitled to protections normally afforded to investors in blank
      check companies.***




Since
      the
      net proceeds of the initial public offering and the private placement warrants
      are intended to be used to complete a business combination with a target
      business that has not been identified, we may be deemed to be a blank check
      company under the United States securities laws. However, since (i) our
      securities are listed on the American Stock Exchange (ii) we have net
      tangible assets in excess of $5,000,000 and (iii) have filed a Current
      Report on Form 8-K with the SEC upon the consummation of the initial public
      offering including an audited balance sheet demonstrating this fact, we are
      exempt from rules promulgated by the SEC to protect investors of blank check
      companies such as Rule 419. Accordingly, investors will not be afforded the
      benefits or protections of those rules. Because we are not subject to
      Rule 419, our units are tradeable and we will have a longer period of time
      to complete a business combination in certain circumstances than we would if
      we
      were subject to such rules.




***Under
      Delaware law, the requirements and restrictions contained in our certificate
      of
      incorporation may be amended, which could reduce or eliminate the protection
      afforded to our stockholders by such requirements and
      restrictions.***




Our
      certificate of incorporation contains certain requirements and restrictions
      that
      will apply to us until the consummation of a business combination. Specifically,
      our certificate of incorporation provides, among other things,
      that:




•
            prior
                to the consummation of a business combination, we will submit such
                business combination to our stockholders for
                approval;




•
            we
                may consummate the business combination only if approved by a majority
                of
                our stockholders and public stockholders owning less than 20% of
                the
                shares sold in the initial public offering exercise their conversion
                rights;




•
            if
                a business combination is approved and consummated, public stockholders
                who voted against the business combination and exercised their conversion
                rights will receive their pro rata share of the trust account;
                and




•
            if
                a business combination is not consummated or a letter of intent,
                an
                agreement in principle or a definitive agreement is not signed within
                the
                time periods specified in the certificate of incorporation, then
                we will
                be dissolved and distribute to all of our public stockholders their
                pro
                rata share of the trust account and any remaining net
                assets.




Under
      Delaware law, the foregoing requirements and restrictions may be amended if
      our
      Board of Directors adopts a resolution declaring the advisability of an
      amendment which is then approved by a majority of our stockholders of our
      outstanding shares. Such an amendment could reduce or eliminate the protection
      that such requirements and restrictions afford to our stockholders. However,
      pursuant to our Articles of Incorporation, neither we nor the Board of Directors
      will propose or seek stockholder approval of any amendment of these
      provisions.




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




Based
      on
      publicly available information, from August 2003 through December 2006,
      approximately 78 similarly structured blank check companies have completed
      initial public offerings,




-15-


including
      three with a specific focus on Indian target businesses, and numerous others
      have filed registration statements. Of these companies, only 23 companies have
      consummated a business combination, while 21 other companies have announced
      that
      they have entered into definitive agreements or letters of intent with respect
      to potential business combinations, but have not yet consummated such business
      combinations. Accordingly, there are approximately 34 blank check companies
      with
      more than $2.5 billion in trust, and an additional 45 blank check companies
      that
      have filed registration statements with potentially $3.7 billion to be placed
      in
      trust.  While some of these companies have specific industries in
      which they must identify a potential target business, a number of these
      companies may consummate a business combination in any industry and/or
      geographic location they choose. As a result, we may be subject to competition
      from these and other companies seeking to consummate a business combination
      within any of our target sectors, which, in turn, will result in an increased
      demand for privately-held companies in these industries. Because of this
      competition, we cannot assure you that we will be able to effectuate a business
      combination within the required time period. Further, because only 44 of such
      companies have either consummated a business combination or entered into a
      definitive agreement for a business combination, it may indicate that there
      are
      fewer attractive target businesses available to such entities or that many
      privately-held target businesses are not inclined to enter into these types
      of
      transactions with publicly-held blank check companies like ours. We cannot
      assure you that we will be able to successfully compete for an attractive
      business combination. Additionally, because of this competition, we cannot
      assure you that we will be able to effectuate a business combination within
      the
      prescribed time period. If we are unable to consummate a business combination
      within the prescribed time period, we will be forced to liquidate.




We
      expect
      to encounter intense competition from other entities having a business objective
      similar to ours, including venture capital funds, leveraged buyout funds,
      operating businesses and other entities and individuals, both foreign and
      domestic, competing for acquisitions. Many of these entities are well
      established and have extensive experience in 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 that there are numerous potential target
      businesses that we could acquire with the amount currently held in trust,
      together with additional financing if available, 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 certain target businesses.
      Further:




•
            our
                obligation to seek stockholder approval of a business combination
                may
                delay the consummation of a
                transaction;




•
            our
                obligation to convert our shares of common stock into cash in certain
                instances may reduce the resources available for a business combination;
                and




•
            our
                outstanding warrants and the future dilution they potentially represent
                may not be viewed favorably by certain target
                businesses.




Any
      of
      these factors may place us at a competitive disadvantage in successfully
      negotiating a business combination.




-16-


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




We
      are
      dependent upon sufficient interest being earned on the proceeds held in the
      trust account to provide us with the working capital we need to search for
      a
      target company and consummate a business combination. While we are permitted
      to
      utilize up to a maximum of $1,975,000, for such purpose, if interest rates
      were
      to decline substantially, we may not have sufficient funds available to complete
      a business combination. If we do not have sufficient proceeds available to
      fund
      our expenses, we may be forced to obtain additional financing, either from
      our
      directors and officers or from third parties. We may not be able to obtain
      additional financing, and our existing stockholders are not obligated to provide
      any additional financing. If we do not have sufficient proceeds and cannot
      find
      additional financing, we may be forced to liquidate prior to consummating a
      business combination.




***A
      significant portion of working capital could be expended in pursuing
      acquisitions that are not consummated.***




It
      is
      anticipated that the investigation of each specific target business and the
      negotiation, drafting, and execution of relevant agreements, disclosure
      documents, and other instruments will require substantial time and attention
      and
      substantial costs for accountants, attorneys and others. In addition, we may
      opt
      to make down payments or pay exclusivity or similar fees in connection with
      structuring and negotiating a business combination. If a decision is made not
      to
      complete a specific business combination, the costs incurred up to that point
      in
      connection with the abandoned transaction, potentially including down payments
      or exclusivity or similar fees, would not be recoverable. Furthermore, even
      if
      an agreement is reached relating to a specific target business, we may fail
      to
      consummate the transaction for any number of reasons, including those beyond
      our
      control such as that more than approximately 19.99% of our public stockholders
      vote against the transaction even though a majority of our public stockholders
      approve the transaction. Any such event will result in a loss to us of the
      related costs incurred, which could adversely affect subsequent attempts to
      locate and acquire or merge with another business.




***If
      third parties bring claims against us, the proceeds held in trust could be
      reduced and the per-share liquidation price received by stockholders will be
      less than $7.82 per share.***




Our
      placing of funds in trust may not protect those funds from third party claims
      against us. Although we will seek to have all vendors and service providers
      we
      engage and prospective target businesses we negotiate 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. Nor is there
      any
      guarantee that, even if such entities execute such agreements with us, they
      will
      not seek recourse against the trust account. Accordingly, the proceeds held
      in
      trust could be subject to claims which could take priority over those of our
      public stockholders. If we liquidate before the completion of a business
      combination and distribute the proceeds held in trust to our public
      stockholders, F. Jacob Cherian and Suhel Kanuga have severally agreed,
      pursuant to written agreements with us and the representative of the
      underwriters, that they will be personally liable to ensure that the proceeds
      in
      the trust account are not reduced by vendors, service providers or prospective
      target businesses that are owed money by us for services rendered or contracted
      for or products sold to us. However, we cannot assure you that they will be
      able
      to satisfy those obligations nor can we assure you that the per-share
      distribution from the trust account will not be less than $7.82, plus interest,
      due to such claims.




-17-


Additionally,
      if we are forced to file a bankruptcy case or an involuntary bankruptcy case
      is
      filed against us that is not dismissed, the funds held in our trust account
      will
      be subject to applicable bankruptcy law, and may be included in our bankruptcy
      estate and subject to claims of third parties with priority over the claims
      of
      our public stockholders. To the extent bankruptcy claims deplete the trust
      account, we cannot assure you we will be able to return to our public
      stockholders at least $7.82 per share.




***Our
      stockholders may be held liable for claims by third parties against us to the
      extent of distributions received by them.***




If
      a
      letter of intent, agreement in principle or definitive agreement for a business
      combination has not been executed prior to November 20, 2007, which is two
      months before the initial deadline for a business combination, our board will,
      prior to January 20, 2008, convene, adopt and recommend to our stockholders
      a
      plan of dissolution and distribution and on such date file a proxy statement
      with the SEC seeking stockholder approval for such plan. If, however, a letter
      of intent, agreement in principle or definitive agreement for a business
      combination has been executed prior to January 20, 2008, we will abandon our
      plan of dissolution and distribution and seek the consummation of that business
      combination. If a proxy statement seeking the approval of our stockholders
      for
      that business combination has not been filed prior to May 20, 2008, our board
      will, prior to such date, convene, adopt and recommend to our stockholders
      a
      plan of dissolution and distribution, and on such date file a proxy statement
      with the SEC seeking stockholder approval for such plan. Under Sections 280
      through 282 of 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. If the corporation complies
      with certain procedures intended to ensure that it makes reasonable provision
      for all claims against it, including a 60-day notice period during which any
      third-party claims can be brought against the corporation, a 90-day period
      during which the corporation may reject any claims brought, and an additional
      150-day waiting period before any liquidating distributions are made to
      stockholders, any liability of stockholders with respect to a liquidating
      distribution is limited to the lesser of such stockholder’s pro rata share of
      the claim or the amount distributed to the stockholder, and any liability of
      the
      stockholder would be barred after the third anniversary of the dissolution.
      However, it is our intention to make liquidating distributions to our
      stockholders as soon as reasonably possible after dissolution and, therefore,
      we
      do not intend to comply with those procedures. As such, our stockholders could
      potentially be liable for any claims to the extent of distributions received
      by
      them in a dissolution and any liability of our stockholders may extend beyond
      the third anniversary of such dissolution. Accordingly, we cannot assure you
      that third parties will not seek to recover from our stockholders amounts owed
      to them by us.




***Failure
      to maintain a current prospectus relating to the common stock underlying our
      warrants may deprive our warrants of any value and the market for our warrants
      may be limited.***




No
      warrants will be exercisable unless at the time of exercise a prospectus
      relating to common stock issuable upon exercise of the warrants is current
      and
      the common stock has been registered or qualified or deemed to be exempt under
      the securities laws of the state of residence of the holder of our warrants.
      Under the terms of a warrant agreement between American Stock
      Transfer & Trust Company, as warrant agent, and us, we have agreed to
      meet these conditions and to use our best efforts to maintain a current
      prospectus relating to common stock issuable upon exercise of the warrants
      until
      the expiration of the warrants. However, we cannot assure you that we will
      be
      able to do so. The warrants may be deprived of any value and the market for
      the
      warrants may be limited if the prospectus relating to the common stock issuable
      upon the exercise of the warrants is not current or if the common stock is
      not
      qualified or exempt from qualification in the jurisdictions in which the holders
      of the warrants reside.




-18-


***The
      ability of our stockholders to exercise their conversion rights may not allow
      us
      to effectuate the most desirable business
      combination.***




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 converted to cash if the stockholder so elects and votes against the
      business combination and the business combination is approved and completed.
      Accordingly, if our business combination requires us to use substantially all
      of
      our cash to pay the purchase price, because we will not know how many
      stockholders may exercise such conversion rights, we may either need to reserve
      part of the trust account for possible payment upon such conversion, or we
      may
      need to arrange third-party financing to help fund our business combination
      in
      case a larger percentage of stockholders exercise their conversion rights than
      we expected.  Therefore, we may not be able to consummate a business
      combination that requires us to use all of the funds held in the trust account
      as part of the purchase price, or we may end up having a leverage ratio that
      is
      not optimal for our business combination. This may limit our ability to
      effectuate the most attractive business combination available to
      us.




***Our
      outstanding warrants may have an adverse effect on the market price of common
      stock and make it more difficult to effect a business
      combination.***




In
      connection with the initial public offering, as part of the units, we issued
      warrants to purchase 7,250,000 shares of common stock. Additionally, prior
      to
      the initial public offering, we privately sold 2,250,000 warrants, at a price
      of
      $1.00 per warrant, for an aggregate of $2,250,000 to our existing stockholders,
      including to our officers, certain of our directors, other persons who owned
      shares of our common stock prior to such sale, and, in some instances, to their
      respective affiliates. All of the proceeds we received from the private
      placement offering were placed in the trust account upon the consummation of
      the
      initial public offering. The privately placed warrants are identical to the
      warrants offered in the initial public offering except that they are subject
      to
      lock up agreements restricting their sale until after the completion of a
      business combination, and they may be exercised on a cashless basis. In
      addition, the purchasers of the private placement warrants have waived their
      right to receive distributions upon our liquidation prior to a business
      combination with respect to the shares of common stock underlying the privately
      placed warrants.




To
      the
      extent we issue shares of common stock to effect a business combination, the
      potential for the issuance of substantial numbers of additional shares upon
      exercise of these warrants could make us a less attractive acquisition vehicle
      in the eyes of a target business as such securities, when exercised, will
      increase the number of issued and outstanding shares of our common stock and
      reduce the value of the shares issued to complete the business combination.
      Accordingly, our warrants may make it more difficult to effectuate a business
      combination or increase the cost of a target business. Additionally, the sale,
      or even the possibility of sale, of the shares underlying the warrants could
      have an adverse effect on the market price for our securities or on our ability
      to obtain future public financing. If and to the extent these warrants are
      exercised, you may experience dilution to your holdings.




***We
      may issue additional shares of our capital stock, including through 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
      amended and restated certificate of incorporation authorizes the issuance of
      up
      to 45,000,000 shares of common stock, par value $0.0001 per share and 5,000
      shares of preferred stock, par value $0.0001 per share. Without giving effect
      to
      the exercise of outstanding warrants, the exercise of the UPO and the exercise
      of warrants issuable upon the exercise of the UPO (for an




-19-


aggregate
      of 10,500,000 shares of common stock), there are currently 35,937,500 authorized
      but unissued shares of our common stock and all of the 5,000 shares of preferred
      stock available for issuance as of March 23, 2007.  Although we have
      no commitments to issue any securities, we may issue a substantial number of
      additional shares of our common stock, or preferred stock, or a combination
      of
      both, including through convertible debt securities, to complete a business
      combination. The issuance of additional shares of our common stock or any number
      of shares of preferred stock, including upon conversion of any debt
      securities:




•
            may
                significantly reduce the equity interest of our
                stockholders;




•
            may
                subordinate the rights of holders of common stock if preferred stock
                is
                issued with rights senior to those afforded to our common
                stockholders;




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




•
            may
                adversely affect prevailing market prices for our common stock, warrants
                or units.




***We
      may issue notes or other debt securities, or otherwise incur substantial debt,
      to complete a business combination, which may adversely affect our leverage
      and
      financial condition.***




Although
      we have no current commitments to incur any debt, we may choose to incur a
      substantial amount of debt to finance a business combination. The incurrence
      of
      debt could result in:




•
            default
                and foreclosure on our assets if our operating revenues 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 contains
                covenants that required the maintenance of certain financial ratios
                or
                reserves and any such covenant is breached without a waiver or
                renegotiation of such covenants;




•
            our
                immediate payment of all principal and accrued interest, if any,
                if the
                debt security is payable on demand;




•
            our
                inability to obtain additional financing, if necessary, if the debt
                security contained covenants restricting our ability to obtain additional
                financing while such security is
                outstanding;




•
            using
                a substantial portion of our cash flow to pay principal and interest
                on
                our debt, which will reduce the funds available for dividends on
                our
                common stock, working capital, capital expenditures, acquisitions
                and
                other general corporate purposes;




•
            limitations
                on our flexibility in planning for and reacting to changes in our
                business
                and in the industry in which we
                operate;




•
            increased
                vulnerability to adverse changes in general economic, industry and
                competitive conditions and adverse changes in government regulation;
                and




-20-


•
            other
                disadvantages compared to our competitors who have less
                debt.




Any
      of
      the above listed factors could materially and adversely affect our business
      and
      results of operations. Furthermore, if our debt bears interest at floating
      rates, our interest expense could increase if interest rates rise. If we do
      not
      have sufficient earnings to service any debt incurred, we could need to
      refinance all or part of that debt, sell assets, borrow more money or sell
      securities, none of which we can guarantee we will be able to do on commercially
      reasonable terms, or at all.




***Our
      current officers and directors may resign upon consummation of a business
      combination.***




Upon
      consummation of a business combination, the role of our founding officers in
      the
      target business cannot presently be fully ascertained. While it is possible
      that
      one or more of our founding officers will remain in senior management following
      a business combination, we may employ other personnel following the business
      combination. If we acquired a target business in an all cash transaction, it
      would be more likely that our founding officers and certain of our directors
      would remain with us if they chose to do so. If a business combination were
      structured as a merger whereby the stockholders of the target company were
      to
      control the combined company, following a business combination, it may be less
      likely that our founding officers would remain with the combined company unless
      it was negotiated as part of the transaction via the acquisition agreement,
      an
      employment agreement or other arrangement. If our founding officers negotiate
      to
      be retained post business combination as a condition to any potential business
      combination, such negotiations may result in a conflict of interest. The ability
      of such individuals to remain with us after the consummation of a business
      combination will not be the determining factor in our decision as to whether
      or
      not we will proceed with any potential business combination. In making the
      determination as to whether current management should remain with us following
      the business combination, we will analyze the experience and skill set of the
      target business’ management and negotiate as part of the business combination
      that certain of our founding officers and directors remain if it is believed
      that it is in the best interests of the combined company post business
      combination. Although we intend to closely scrutinize any additional individuals
      we engage after a business combination, we cannot assure you that our assessment
      of these individuals will prove to be correct.




***Our
      officers, directors and special advisors are and 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.***




Our
      officers, directors and special advisors are, or 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 directors and special advisors may become aware of business
      opportunities that may be appropriate for presentation to us as well as the
      other entities with which they are or may be affiliated. Our directors and
      special advisors involved in businesses similar to what we may intend to conduct
      following a business combination may have fiduciary or contractual obligations
      to present opportunities to those entities first. We cannot assure you that
      any
      such conflicts will be resolved in our favor.




-21-


***Because
      all of our existing stockholders, including our officers and directors, own
      shares of our securities that will not participate in liquidation distributions,
      our officers and directors may have a conflict of interest in determining
      whether a particular target business is appropriate for a business
      combination.***




Our
      existing stockholders, including our officers and directors, own, in the
      aggregate, 1,812,500 shares of our common stock and 2,250,000 private placement
      warrants. The existing stockholders have waived their right to receive
      distributions (other than with respect to units they purchased in the initial
      public offering or common stock they purchase in the aftermarket) upon our
      liquidation prior to a business combination. The shares and warrants owned
      by
      our existing stockholders 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. Consequently, our officers’ and
      directors’ 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.




***It
      is probable that we will only be able to complete one business combination,
      which may cause us to be solely dependent on a single business and a limited
      number of products or services.***




The
      amount held in trust provides us with $57,004,924 as of December 31, 2006
      (subject to reduction resulting from stockholders electing to convert their
      shares into cash), which we may use to complete a business combination. While
      we
      may seek to effect a business combination with more than one target business,
      our initial business acquisition must be with one or more operating businesses
      whose fair market value, collectively, is at least equal to 80% of our net
      assets (excluding any deferred fees held in the trust account for the benefit
      of
      the underwriters) at the time of such acquisition. We have no limitation on
      our
      ability to raise additional funds through the private sale of securities or
      the
      incurrence of indebtedness that would enable us to effect a business combination
      with an operating business having a fair market value in excess of 80% of our
      net assets at the time of such an acquisition. Since we have no specific
      business combination under consideration, we have not entered into any such
      fund
      raising arrangement and have no current intention of doing so. At the time
      of
      our initial business combination, we may not be able to acquire more than one
      target business because of various factors, including insufficient financing
      or
      the difficulties involved in consummating the contemporaneous acquisition of
      more than one operating company. Therefore, it is probable that we will have
      the
      ability to complete a business combination with only a single operating
      business, which may have only a limited number of products or services. The
      resulting lack of diversification may:




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




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




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




In
      this
      case, we will not be able to diversify our operations or benefit from the
      possible spreading of risks or offsetting of losses, unlike other entities
      that
      may have the resources to complete several business combinations in different
      industries or different areas of a single industry so as to




-22-


diversify
      risks and offset losses. Further, the prospects for our success may be entirely
      dependent upon the future performance of the initial target business or
      businesses we acquire.




***Our
      loss of the services of F. Jacob Cherian and Suhel Kanuga would make it
      more difficult to find a suitable company for a business combination which
      makes
      it more likely that we will be forced to distribute the proceeds of our trust
      account to our stockholders.***




Our
      ability to successfully effect a business combination will be largely dependent
      upon the efforts of F. Jacob Cherian, our President and Chief Executive
      Officer and Suhel Kanuga, our Executive Vice President, Chief Financial Officer,
      Treasurer and Secretary. We have not entered into an employment agreement with
      either Mr. Cherian or Mr. Kanuga, nor have we obtained any “key man”
life insurance on either of their lives. The loss of Mr. Cherian’s and/or
      Mr. Kanuga’s services could have a material adverse effect on our ability
      to successfully achieve our business objectives, including seeking a suitable
      target business to effect a business combination.




***If
      we are deemed to be an investment company, we may be required to institute
      burdensome compliance requirements and our activities may be restricted, which
      may make it difficult for us to complete a business
      combination.***




We
      may be
      deemed to be an investment company, as defined under Sections 3(a)(1)(A)
      and (C) of the Investment Company Act of 1940, if, prior to the consummation
      of
      a business combination, we are viewed as engaging in the business of investing
      in securities or we own investment securities having a value exceeding 40%
      of
      our total assets. If we are deemed to be an investment company under the
      Investment Company Act of 1940, we may be subject to certain restrictions that
      may make it difficult for us to complete a business combination,
      including:




•
            restrictions
                on the nature of our investments;
                and




•
            restrictions
                on our issuance of securities.




In
      addition, we may have imposed upon us burdensome requirements,
      including:




•
            registration
                as an investment company;




•
            adoption
                of a specific form of corporate structure;
                and




•
            reporting,
                record keeping, voting, proxy and disclosure requirements and other
                rules
                and regulations.




We
      do not
      believe that our anticipated activities will subject us to the Investment
      Company Act of 1940 as the amount held in trust may only be invested by the
      trust agent in “government securities” with specific maturity dates. By
      restricting the investment of the trust account to these instruments, we intend
      to meet the requirements for the exemption provided in Rule 3a-1
      promulgated under the Investment Company Act of 1940. If we were deemed to
      be
      subject to the act, compliance with these additional regulatory burdens would
      require additional expense that we have not allotted for.




-23-


***Our
      existing stockholders control a substantial interest in us and thus may
      influence certain actions requiring stockholder vote.***




Our
      existing stockholders collectively own 15.2% of our issued and outstanding
      shares of common stock and warrants. Any exercise of these warrants would
      increase their ownership percentage. These holdings could allow the existing
      stockholders to influence the outcome of matters requiring stockholder approval,
      including the election of directors and approval of significant corporate
      transactions after completion of our initial business combination.




***We
      may be obligated to return the funds raised in our private placement if that
      transaction was not conducted in compliance with the registration requirements
      of Section 5 of the Act.***




The
      23
      purchasers in our private placement included six persons other than our
      officers, directors, initial stockholders and their respective affiliates.
      Although such six persons were accredited investors within the meaning of
      Rule 501 of Regulation D promulgated under the Act, a court may take the
      position that such private placement was not conducted in accordance with any
      exemption from the registration requirements of Section 5 of the Act. If
      our private placement was not conducted in compliance with the registration
      requirements of Section 5 of the Act, the 23 purchasers in our private
      placement may have the right to rescind their warrant purchases as a remedy
      to
      our failure to register these securities. These rescission rights, if any,
      may
      require us to refund up to an aggregate of $2,250,000, plus interest, to such
      persons, thereby reducing the amount in the trust account available to us to
      consummate a business combination, or, in the event we do not complete a
      business combination within the period prescribed by our certificate of
      incorporation, the amount available to our public stockholders upon our
      liquidation. Although such persons have waived their respective rescission
      rights, if any, such waivers may not be enforceable in light of public policy
      considerations underlying federal and state securities laws.




***The
      American Stock Exchange may delist our securities from trading on its exchange
      in the future, which could limit our investors’ ability to effect transactions
      in our securities and subject us to additional trading
      restrictions.***




Our
      securities are currently listed on the American Stock Exchange. However, we
      cannot assure you that our securities will continue to be listed on the American
      Stock Exchange in the future. In addition, in connection with our initial
      business combination, if any, it is likely that the American Stock Exchange
      may
      require us to file a new listing application and meet its initial listing
      requirements, as opposed to its more lenient continued listing requirements.
      We
      cannot assure you that we will be able to meet those initial listing
      requirements at that time.




If
      the
      American Stock Exchange delists our securities from trading on its exchange
      in
      the future, we could face significant material adverse consequences,
      including:




•
            a
                limited availability of market quotations for our
                securities;




•
            a
                determination that our common stock is a “penny stock” that will require
                brokers trading in our common stock to adhere to more stringent rules,
                possibly resulting in a reduced level of trading activity in the
                secondary
                trading market for our common
                stock;




•
            a
                limited amount of news and analyst coverage for our company;
                and




•
            a
                decreased ability to issue additional securities or obtain additional
                financing in the future.




-24-


***If
      our common stock becomes subject to the SEC’s penny stock rules, broker-dealers
      may experience difficulty in completing customer transactions and trading
      activity in our securities may be adversely affected.***




Our
      common stock may be subject to the penny stock rules promulgated under the
      Securities Exchange Act of 1934, or Exchange Act, unless our net tangible assets
      are greater than $5,000,000 or our common stock has a market price per share
      greater than $5.00. Under these rules, broker-dealers who recommend such
      securities to persons other than institutional accredited investors
      must:




•
            make
                a special written suitability determination for the
                purchaser;




•
            receive
                the purchaser’s written agreement to a transaction prior to
                sale;




•
            provide
                the purchaser with risk disclosure documents that identify certain
                risks
                associated with investing in “penny stocks” and that describe the market
                for these “penny stocks,” as well as a purchaser’s legal remedies;
                and




•
            obtain
                a signed and dated acknowledgment from the purchaser demonstrating
                that
                the purchaser has actually received the required risk disclosure
                document
                before a transaction in “penny stock” can be
                completed.




If
      our
      common stock becomes subject to these rules, broker-dealers may find it
      difficult to effect customer transactions and trading activity in our securities
      may be adversely affected. As a result, the market price of our securities
      may
      be depressed, and you may find it more difficult to sell our
      securities.




**Risks
      Associated with Companies with Primary Operations in India**




***Political,
      economic, social and other factors in India may adversely affect our ability
      to
      achieve our business objective.***




Since
      mid-1991, the Indian government has committed itself to implementing an economic
      structural reform program with the objective of liberalizing India’s exchange
      and trade policies, reducing the fiscal deficit, controlling inflation,
      promoting a sound monetary policy, reforming the financial sector, and placing
      greater reliance on market mechanisms to direct economic activity. A significant
      component of the program is the promotion of foreign investment in key areas
      of
      the economy and the further development of, and the relaxation of restrictions
      in, the private sector. These policies have been coupled with the express
      intention to redirect the government’s central planning function away from the
      allocation of resources and toward the issuance of specific guidelines. While
      the government’s policies have resulted in improved economic performance, there
      can be no assurance that the economic recovery will be sustained. Moreover,
      there can be no assurance that these economic reforms will persist, and that
      any
      newly elected government will continue the program of economic liberalization
      of
      previous governments. Any change may adversely affect Indian laws and policies
      with respect to foreign investment and currency exchange. Such changes in
      economic policies could negatively affect the general business and economic
      conditions in India, which could in turn affect us and our ability to achieve
      our business objective.




Religious
      and border disputes persist in India and remain pressing problems. For example,
      India has from time to time experienced civil unrest and hostilities with
      neighboring countries such as Pakistan. The longstanding dispute with Pakistan
      over the border Indian state of Jammu and Kashmir, a majority of whose
      population is Muslim, remains unresolved. If the Indian government is unable
      to




-25-


control
      the violence and disruption associated with these tensions, the results could
      destabilize the economy and, consequently, adversely affect us and our ability
      to achieve our business objective.




Since
      early 2003, there have also been military hostilities and civil unrest in
      Afghanistan, Iraq and other Asian countries. These events could adversely
      influence the Indian economy and, as a result, negatively affect us and our
      ability to achieve our business objective.




***Foreign
      currency fluctuations could adversely affect our ability to achieve our business
      objective.***




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.




***Exchange
      controls that exist 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 Regulation Act, or FERA,
      regulates the conversion of the Indian rupee into foreign currencies. FERA
      provisions previously imposed restrictions on locally incorporated companies
      with foreign equity holdings in excess of 40% known as FERA companies. Following
      a business combination, we will likely be a FERA company as a result of our
      ownership structure. However, comprehensive amendments have been made to FERA
      to
      add strength to the liberalizations announced in their recent economic policies.
      Such companies are now permitted to operate in India without any special
      restrictions, effectively placing them on par with wholly Indian owned
      companies. In addition, foreign exchange controls have been substantially
      relaxed. Notwithstanding, the Indian foreign exchange market is not yet fully
      developed and we cannot assure you that the Indian authorities will not revert
      back to regulating FERA companies and impose new restrictions on the
      convertibility of the Rupee. Any future restrictions on currency exchanges
      may
      limit our ability to use our cash flow for the distribution of dividends to
      our
      stockholders or to fund operations we may have outside of India.




***Certain
      sectors of the Indian economy are subject to government regulations that limit
      foreign ownership, which may adversely affect 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 periodically reviewing
      and adjusting the permissible amount of foreign ownership. 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 have an adverse impact on our
      ability to achieve our




-26-


business
      objective which is to acquire one or more operating businesses with primary
      operations in India.




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.




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




Our
      investments in India will 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. Any withholding taxes paid by
      us
      on income from our investments in India may or may not be creditable on our
      income tax returns.




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. We may also elect to create
      foreign subsidiaries to effect the business combinations to attempt to limit
      the
      potential tax consequences of a business combination.




***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—U.S.
      relations are difficult to predict and could adversely affect our future
      operations or cause potential target businesses to become less attractive.
      This
      could lead to a decline in our profitability. Any weakening of relations with
      India could have a material adverse effect on our operations after a successful
      completion of a business combination.




***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




-27-


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.
      Generally Accepted Accounting Principles, or GAAP. There is substantially less
      publicly available information about Indian companies than there is about United
      States companies. Moreover, companies in India are not subject to the same
      degree of regulation as are United States companies with respect to such matters
      as insider trading rules, tender offer regulation, stockholder proxy
      requirements and the timely disclosure of information.




Legal
      principles relating to corporate affairs and the validity of corporate
      procedures, directors’ fiduciary duties and liabilities and stockholders’ rights
      for Indian corporations may differ from those that may apply in the U.S., which
      may make the consummation of a business combination with an Indian company
      more
      difficult. We therefore may have more difficulty in achieving our business
      objective.




***The
      requirement that Indian companies provide accounting statements that are in
      compliance with 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, or GAAS. GAAP and GAAS
      compliance may limit the potential number of acquisition targets.




***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.***




Indian
      law will govern almost all of our target business’ material agreements, some of
      which may be with Indian governmental agencies. We cannot assure you that the
      target business or businesses will be able to enforce any of their material
      agreements or that remedies will be available outside of India. The inability
      to
      enforce or obtain a remedy under any of our future agreements may have a
      material adverse impact on our future operations.




***Investors
      may have difficulty enforcing judgments against our management or our target
      business.***




After
      the
      consummation of a business combination, it is likely that substantially all
      or a
      significant portion of our assets will be located outside of the United States
      and some of our officers and directors may reside outside of the United States.
      As a result, it may not be possible for investors in the United States to
      enforce their legal rights, to effect service of process upon our directors
      or
      officers or to enforce judgments of United States courts predicated upon civil
      liabilities and criminal penalties of our directors and officers under federal
      securities laws. Moreover, we have been advised that India does not have a
      treaty providing for the reciprocal recognition and enforcement of judgments
      of
      courts with the United States.




**Item
                2.**
            **Properties.**




We
      maintain our executive offices at 330 East 38th Street, Suite 46C, New York,
      New
      York 10016. This space is provided to us at no cost by Suhel Kanuga, our
      Executive Vice President, Chief Financial Officer, Treasurer and Secretary.
      We
      also have an executive office in Mumbai, India




-28-


located
      at 5 Tulsiani Chambers, Nariman Point, Mumbai - 400 021, India, for which we
      pay
      $5,250 per month.




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




We
      are
      not party to any litigation, and we are not aware of any threatened litigation
      that would have a material adverse effect on us or our business.




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




No
      matters were submitted to a vote of securityholders during the fourth quarter
      of
      the fiscal period ended December 31, 2006.




**PART
      II**




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




Our
      units
      commenced trading on July 20, 2006.  Each unit consists of one
      share of common stock and one warrant.  Each warrant entitles the
      holder to purchase one share of common stock at $6.00 per share.




On
      September 21, 2006, there was a voluntary separation of our units into
      shares of common stock and warrants.  The units, common stock and
      warrants each trade separately on the American Stock Exchange under the symbols
      “MQC.U,” “MQC” and “MQC.WS,” respectively.  The following table sets
      forth, for the periods indicated, the high and low sales prices of the units,
      common stock, and warrants as reported by the American Stock
      Exchange:




**Units
                      (1)**
                
                
                **Common
                      Stock (2)**
                
                
                **Warrants
                      (2)****Low**
                
                
                **High**
                
                
                **Low**
                
                
                **High**
                
                
                **Low**
                
                
                **High**2006:Third
                    Quarter
                
                $
                7.53
                
                
                $
                7.80
                
                
                $
                7.05
                
                
                $
                6.98
                
                
                $
                0.47
                
                
                $
                0.50Fourth
                    Quarter
                
                
                7.45
                
                
                
                8.00
                
                
                
                7.00
                
                
                
                7.39
                
                
                
                0.32
                
                
                
                0.75





(1)
            Trading
                of our units commenced on July 20,
                2006.




(2)
            Trading
                of our common stock and warrants commenced on September 21,
                2006.




As
      of
      March 23, 2007, we had one unitholder, 34 stockholders, and 28
      warrantholders, respectively, all of record. The last sale price as reported
      by
      the American Stock Exchange on March 23, 2007, was $8.20 for our units,
      $7.59 for our shares and $0.78 for our warrants, respectively. The Company
      has
      never paid a cash dividend on its common stock and does not anticipate the
      payment of cash dividends in the foreseeable future.




**Use
      of Proceeds from the Public Offering**




On
      July
      25, 2006, we completed our initial public offering of 7,250,000 units at a
      price
      of $8.00 per unit. We received proceeds of $52,855,000 from our initial public
      offering, which was net of $3,587,500 in underwriting fees and other expenses
      paid in cash at the closing and deferred underwriting fees and the
      representative’s non-accountable expense allowance of $1,557,500. The deferred
      portion of the underwriting fees and representative’s non-accountable expense
      allowance is included in additional paid-in capital and will only be paid upon
      our consummation of a business




-29-


combination.
      Each unit consists of one share of our common stock and one warrant to purchase
      one share of common stock. Additionally, on June 30, 2006, we sold 2,250,000
      warrants, at a price of $1.00 per warrant, for an aggregate purchase price
      of
      $2,250,000 to our officers, certain of our directors, other persons who owned
      shares of our common stock prior to such sale, and, in some instances, to their
      respective affiliates. The aggregate net proceeds of $56,662,500 from our
      initial public offering and our private placement offering have been placed
      in a
      trust account.  Up to an aggregate of $1,975,000 of the interest
      accrued on the amounts held in the trust account (net of taxes payable) is
      available to us to fund a portion of our working capital
      requirements.  Ladenburg Thalmann & Co. Inc. acted as
      representative for the underwriters in connection with our initial public
      offering.




Our
      founders advanced an aggregate of $148,000 to us, which was used to pay a
      portion of the expenses of the initial public offering including SEC
      registration fee, NASD filing fee, the non-refundable portion of the American
      Stock Exchange listing fee, and a portion of the non-accountable expense
      allowance, legal and audit fees and expenses. The loans were repaid out of
      the
      proceeds of the initial offering that was not placed in the trust.




**Performance
      Graph**









**Total
                  Return Analysis****9/21/2006**
              
              
              **9/30/2006**
              
              
              **10/31/2006**
              
              
              **11/30/2006**
              
              
              **12/31/2006****Millennium
                  India Acquisition Company Inc.**
              
              **$**
              **100.00**
              
              
              **$**
              **100.42**
              
              
              **$**
              **100.86**
              
              
              **$**
              **103.00**
              
              
              **$**
              **104.71****Peer
                  Group (1)**
              
              **$**
              **100.00**
              
              
              **$**
              **100.28**
              
              
              **$**
              **99.14**
              
              
              **$**
              **101.21**
              
              
              **$**
              **103.12****AMEX
                  Composite Index**
              
              **$**
              **100.00**
              
              
              **$**
              **99.41**
              
              
              **$**
              **102.92**
              
              
              **$**
              **107.70**
              
              
              **$**
              **107.20**





-30-


________________




(1)
            The
                peer group was selected using
                similar blind pool companies whose (i) registration statements are
                effective; (ii) have not consummated a business combination; and
                (iii)
                have targeted India/Asia as its geographic region to consummate a
                business
                combination.  All trading data begins on September 21,
                2006.




**Item
                6.**
            **Selected
                Financial Data.**




The
      following tables should be read in conjunction with our financial statements
      and
      the notes thereto appearing elsewhere in this Annual Report on
      Form 10-K.  The selected financial data has been derived from our
      financial statements, which have been audited by J.H. Cohn LLP, independent
      registered public accounting firm, as indicated in their report on page
      F-1 herein.




**Statement
      of Operations:**




**Revenue:**
                              
                              **For
                                    the period from**
                                  **inception**
                                  **(March 15, 2006)
                                    to**
                                  **December 31,
                                    2006**Interest
                                  income
                              
                              $
                              11,665Interest
                                  income on Trust Fund
                              
                              
                              1,270,296Total
                                  revenue
                              
                              $
                              1,281,961**Operating
                                  expenses:**General
                                  and administrative expenses
                              
                              
                              726,282Charge
                                  related to sale of common stock
                              
                              
                              2,700,549Total
                                  operating expenses
                              
                              
                              (3,426,831
                              )**Loss
                                  before provision for income taxes**
                              
                              
                              (2,144,870
                              )**Provision
                                  for income taxes**
                              
                              
                              194,000**Net
                                  loss for the period**
                              
                              $
                              (2,338,870
                              )**Weighted
                                  average number of shares outstanding:**Basic
                                  and diluted
                              
                              $
                              8,149,117**Net
                                  loss per share:**Basic
                                  and diluted
                              
                              $
                              (0.29
                              )





**Balance
      Sheet Data:**




**December
                        31, 2006**Working
                      capital
                  
                  $
                  55,595,576Total
                      assets
                  
                  $
                  57,462,754Total
                      liabilities
                  
                  $
                  1,852,864Value
                      of common stock which may be converted to cash (approximately$7.82
                      per share without taking into account interest earned on the
                      trust
                      account)
                  
                  $
                  11,326,834Value
                      of private placement warrants, subject to possible
                      rescission
                  
                  $
                  2,250,000Stockholders’
                      equity
                  
                  $
                  42,033,056





-31-


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




The
      following discussion should be read in conjunction with our financial statements
      and footnotes thereto contained in this report.




We
      were
      formed on March 15, 2006 to serve as a vehicle to effect a merger, capital
      stock exchange, asset acquisition or other similar business combination with
      a
      currently unidentified operating business.




On
      July 25, 2006, we completed our initial public offering of 7,250,000 units
      at a price of $8.00 per unit. We received proceeds of $52,855,000 from our
      initial public offering, which was net of $3,587,500 in underwriting fees and
      other expenses paid in cash at the closing and deferred underwriting fees and
      the representative’s non-accountable expense allowance of $1,557,500. The
      deferred portion of the underwriting fees and representative’s non-accountable
      expense allowance will be included in additional paid-in capital and will only
      be paid upon our consummation of a business combination. Each unit consists
      of
      one share of our common stock and one warrant. Additionally, on June 30,
      2006, we sold 2,250,000 warrants, at a price of $1.00 per warrant, for an
      aggregate purchase price of $2,250,000 to our officers, certain of our
      directors, other persons who owned shares of our common stock prior to such
      sale, and, in some instances, to their respective affiliates. The aggregate
      net
      proceeds of $56,662,500 from our initial public offering and our private
      placement offering have been placed in a trust account.




For
      a
      description of the proceeds generated in our initial public offering and a
      discussion of the use of such proceeds, we refer you to Note 1 of the financial
      statements included in this Annual Report on Form 10-K.




Upon
      the
      closing of our initial public offering, we sold and issued an option, for $100,
      to the representative of the underwriters, to purchase up to 500,000 units,
      at
      an exercise price of $10.80 per unit. For a description of the representative’s
      purchase option, we refer you to Note 7 of the financial statements
      included in this Annual Report on Form 10-K.




We
      believe that we have sufficient available funds to complete our efforts to
      effect a business combination with an operating business.




**Results
      of Operations**




For
      the
      period from inception (March 15, 2006) to December 31, 2006, we had a net loss
      of $2,338,870 which consisted of interest income on the Trust Fund investment
      of
      $1,270,296 and interest on cash and cash equivalents of $11,665, offset by
      a
      charge related to the sale of common stock of $2,700,549, general and
      administrative expenses of $726,282, which includes travel and entertainment
      expenses of $285,080, professional fees of $170,263, $97,478 related to
      relocation expenses, $84,667 related to rent and office expenses, $44,770
      related to Delaware Franchise tax, and $44,024 related to other operating
      expenses. The Company has a provision for income taxes of $194,000.




**Critical
      Accounting Policies**




Our
      significant accounting policies are described in Note 3 to our audited
      financial statements included elsewhere in this report. We believe the following
      critical accounting polices involved the most significant judgments and
      estimates used in the preparation of our financial statements.




-32-


**Cash
      and Cash Equivalents**—Cash and cash equivalents are deposits with
      financial institutions as well as short-term money market instruments with
      maturities of three months or less when purchased.




**Concentration
      of Credit Risk**—Financial instruments that potentially subject the
      Company to a significant concentration of credit risk consist primarily of
      cash
      and cash equivalents. The Company may maintain deposits in federally insured
      financial institutions in excess of federally insured limits. However,
      management believes the Company is not exposed to significant credit risk due
      to
      the financial position of the depository institutions in which those deposits
      are held.




**Item 7A.**
            **Quantitative
                and Qualitative Disclosures About Market
                Risk.**




Market
      risk is a broad term for the risk of economic loss due to adverse changes in
      the
      fair value of a financial instrument. These changes may be the result of various
      factors, including interest rates, foreign exchange rates, commodity prices
      and/or equity prices. Our exposure to market risk is limited to interest income
      sensitivity with respect to the funds placed in the trust account. However,
      the
      funds held in our trust account have been invested only in U.S. “government
      securities,” defined as any Treasury Bill issued by the United States having a
      maturity of one hundred and eighty days or less or in money market funds meeting
      certain conditions under Rule 2a-7 under the Investment Company Act of
      1940, so we are not deemed to be an investment company under the Investment
      Company Act. Thus, we are subject to market risk primarily through the effect
      of
      changes in interest rates on government securities. The effect of other changes,
      such as foreign exchange rates, commodity prices and/or equity prices, does
      not
      pose significant market risk to us.




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




Reference
      is made to pages F-1 through F-13 comprising a portion of this annual
      report on Form 10-K.




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




None.




**Item 9A.**
            **Controls
                and Procedures.**




Our
      Chief
      Executive Officer and Chief Financial Officer evaluated the effectiveness of
      our
      disclosure controls and procedures (as defined in Rules 13a-15(e) under the
      Exchange Act) as of the end of the period covered by this
      report.  Based upon that evaluation, our Chief Executive Officer and
      Chief Financial Officer concluded that our disclosure controls and procedures
      were effective as of December 31, 2006.




There
      has
      not been any change in our internal control over financial reporting (as defined
      in Rule 13a-15(f) under the Exchange Act) during the quarter ended December
      31, 2006 that has materially affected, or is reasonably likely to materially
      affect, our internal control over financial reporting.




**Item 9B.**
            **Other
                Information.**




Not
      applicable.




-33-


**PART
      III**




**Item
                10.**
            **Directors
                and Executive Officers and Corporate
                Governance**




**Directors
      and Executive Officers**




Our
      current directors and executive officers are as follows:




**Name**
              
              **Age**
              
              **Position**F.
                  Jacob Cherian
              
              42
              
              President,
                  Chief Executive Officer & DirectorSuhel
                  Kanuga
              
              32
              
              Executive
                  Vice President, Chief Financial Officer, Treasurer, Secretary &
                  DirectorKishore
                  Mirchandani
              
              57
              
              Chairman
                  & DirectorLawrence
                  Burstein
              
              64
              
              DirectorGul
                  Asrani
              
              68
              
              DirectorC.P.
                  Krishnan Nair
              
              85
              
              DirectorSarat
                  Sethi
              
              37
              
              Director




***F. Jacob
      Cherian*** has served as our President and Chief Executive Officer
      and has been a member of our board of directors since our inception. Since
      April
      2004, Mr. Cherian has served as a Partner in the financial services
      division of Computer Sciences Corporation, or CSC, a Fortune 500 firm with
      $15.0
      billion in annual revenue and approximately 80,000 employees. With over 16
      years
      of experience, Mr. Cherian has successfully demonstrated his abilities,
      with increasingly responsible positions as a financial services executive,
      leading or co-leading numerous global multimillion dollar business transactions
      in business restructuring, turnaround, growth, cost reduction and off-shoring
      strategies. Working with high level senior executives of these multibillion
      dollar multinational firms, Mr. Cherian has effectively evaluated
      undervalued assets and business divisions, significantly increased revenues
      to
      clients and optimized business performance through business transformation,
      restructuring, innovation of growth strategies, cost reduction and corporate
      governance. His representative clients include: Goldman Sachs & Co; J.P.
      Morgan Chase; Munich Re; Credit Suisse Group; Merrill Lynch; ABN AMRO; Society
      Generale; Deutsche Bank; Asea Brown Boveri (ABB), Wellington Financial
      Management, and Alliance Capital Management. Mr. Cherian also has
      significant experience in designing and implementing off-shoring strategies
      and
      evaluating undervalued assets. Mr. Cherian has extensive international
      experience and has relocated to, and had multi-year residences in both Europe
      for 3 years and in India for 10 years. Mr. Cherian’s prior work experience
      includes positions as a Director in New York with KPMG LLP / KPMG Consulting
      from October 1998 to March 2004, and JP Morgan & Co from September 1995 to
      September 1998 in its Fixed Income Credit Portfolio & Derivatives Division.
      For the last ten years, Mr. Cherian has been an Adjunct Professor of
      International Finance at St. John’s University, Tobin College of Business, New
      York. He is frequently featured in leading publications and industry conferences
      for his views and insights on emerging trends and growth strategies, cost
      reduction initiatives, managing risks and business transformation for
      multinational corporations. Mr. Cherian holds a Bachelor of Arts degree in
      Accounting & Information Systems from Queens College of CUNY and an MBA in
      International Finance from St. John’s University.




-34-


***Suhel
      Kanuga*** has served as our Executive Vice President, Chief Financial
      Officer, Treasurer and Secretary and has been a member of our board of directors
      since our inception. Since August 2004, Mr. Kanuga has been a Principal of
      CSC, a Fortune 500 global services company with annual revenues exceeding $15
      billion. In his role in CSC’s financial services division based in New York, and
      in prior positions, Mr. Kanuga has been responsible for identifying and
      building business value, restructuring and transforming businesses by
      successfully implementing strategic growth initiatives, cost reduction and
      risk
      management. Mr. Kanuga has significant international management experience,
      having led transactions with businesses across the U.S., Europe and Asia to
      restructure and focus on more profitable business segments. He has expertise
      in,
      and advises senior corporate executives on complex business topics, including
      derivatives, capital allocation, asset-liability management, international
      expansion, merger integration, financial regulation, corporate governance,
      and
      business restructuring. His clients have included global organizations such
      as
      Credit Suisse, Bank of Montreal, ABN AMRO, the New York Stock Exchange, and
      Merrill Lynch. Prior to joining CSC, he held management positions at KPMG in
      New
      York from January 1999 to August 2004 and prior to that, U.S. West.
      Mr. Kanuga has authored a number of articles published in leading financial
      services publications across the world. He holds degrees in Mathematics and
      Economics from Lawrence University.




***Kishore
      Mirchandani***, our Chairman since our inception, is, and since
      January 2001 has been the Founder, President of Outsource Partners International
      Inc. (OPI), a global specialty firm that focuses on providing high value
      finance, accounting and tax outsourcing services to businesses organizations
      across the world, and the Chief Executive Officer of its Indian affiliate,
      Business Process Outsourcing Ltd. Mr. Mirchandani’s primary
      responsibilities at OPI are its sales and marketing efforts in the United States
      and management of its shared service center in India, which currently employs
      approximately 1,200 persons. Since 2003, Mr. Mirchandani has also served as
      a board member of Medusind Ltd., an Indian outsourcer of healthcare services,
      which currently employs approximately 1,000 employees. Prior to joining OPI,
      he
      was the founding partner of MLZ Partners LLP, a public accounting firm in New
      York City which was subsequently sold to Russell Bedford Stephano Mirchandani
      LLP in May 2002. He was also a partner with a regional accounting firm in New
      Jersey from 1996 to 1998. From 1977 to 1986, Mr. Mirchandani was chief
      operating and financial officer of St. Michel Sportswear Ltd., a large
      multinational distribution company in New York and was directly involved in
      the
      growth of the company from $5 million in revenues in 1978 to $50 million in
      revenues in 1986. Mr. Mirchandani is also an industry expert in outsourcing
      and offshoring, and is a frequent speaker at various seminars conducted in
      the
      United States, the United Kingdom and India on accounting, taxation and
      outsourcing issues for global enterprises. Mr. Mirchandani graduated from
      the City University, London, UK with a Bachelor of Science degree in Industrial
      Chemistry and also qualified as a Chartered Accountant in 1976 through his
      training at Deloitte & Touche, London, UK, for a period of 3 years. He is
      also a Fellow of the Institute of Chartered Accountants of England & Wales
      and has been licensed as a CPA in New York since 1983.




***Lawrence
      Burstein*** has served as a member of our board of directors since
      our inception. Mr. Burstein is the president and a principal stockholder of
      Unity Venture Capital Associates Ltd., a private investment company that he
      founded in March 1996. For approximately ten years prior to 1996,
      Mr. Burstein was the president, a director and a principal stockholder of
      Trinity Capital Corporation, a private investment company. Trinity ceased
      operations prior to the formation of Unity Venture in 1996. Mr. Burstein is
      also Chairman of American Telecom Services, Inc., an American Stock
      Exchange-listed offeror of broadband (voice-over-internet protocol, or VOIP)
      and
      prepaid long distance communications services that are bundled with its digital,
      cordless multi-handset phones; a director of THQ, Inc., a Nasdaq National
      Market-listed developer and publisher of interactive entertainment software
      for
      the major hardware platforms in the home video industry; CAS Medical Systems,
      Inc., an OTC Bulletin Board-listed company which manufactures and markets blood




-35-


pressure
      monitors and other disposable products principally for the neonatal market;
      I.D.
      Systems, Inc., a Nasdaq Capital Market-listed company, which designs, develops
      and produces a wireless monitoring and tracking system which uses radio
      frequency technology; and Traffix, Inc., a Nasdaq National Market-listed
      marketing company that develops and operates internet-based marketing programs
      as well as direct marketing programs. Mr. Burstein received a B.A. from the
      University of Wisconsin and an L.L.B. from Columbia Law School.




***Gul
      Asrani*** has served as a member of our board of directors since our
      inception. Mr. Asrani is the Chairman of Kaymo Industries Group, a
      manufacturer and distributor of industrial products such as fasteners and
      fastener tools. Kaymo, which pioneered the manufacture of fasteners in India
      in
      1959, is headquartered in Mumbai, with offices in major business centers
      including Delhi, Chennai, Bangalore, Ahmedabad, Pune and Coimbatore, among
      others. Mr. Asrani was instrumental in leading Kaymo Industries to become
      one of India’s fastest growing companies in its sector, negotiating multiple
      acquisitions and forging alliances with major foreign companies in the US,
      Europe and in Asia. Under Mr. Asrani’s leadership, Kaymo has diversified
      into new lines of business including the importation of luxury goods from Europe
      and furniture from the Far East. Mr. Asrani, who became Kaymo’s Managing
      Director and Chairman in 1996, is well respected by business and government
      leaders, and has served as a board member of several associations, including
      being the President of the Lion’s Club, and is actively involved in
      non-government organizations including AGNI (Action for Good Governance and
      Networking in India). He has experience in liaising with the Indian Government
      at the highest levels, and has extensive experience in manufacturing, finance,
      marketing and taxation matters in India along with extensive knowledge of the
      Indian industrial marketplace. Mr. Asrani holds degrees in industrial
      sociology, economics and law.




***C.P.
      Krishnan Nair*** has served as a member of our board of directors
      since our inception. Captain Nair, formerly a highly decorated senior officer
      in
      the Indian Navy, is the founder and chairman of the Leela Hotel Group, one
      of
      the largest conglomerates in the Indian hospitality industry, which owns and
      operates 5-star hotels in Mumbai and Bangalore as well as 5-star beach resorts
      in Goa and Kovalem. A resort property, in development with Kempinski Hotels,
      Europe’s oldest luxury hotel group, is scheduled to be opened in Kumarakom in
      2007. He has also pioneered Leela Group’s foray into new areas such as
      infrastructure development, particularly by leading the development of a
      state-of-the-art airport in Kerala which will have the ability to handle any
      kind of aircraft (including the world’s largest aircraft, the new Airbus A-380).
      Captain Nair has been the recipient of the Indian Prime Minister’s National
      Tourism Award for six years. Prior to founding the Leela Group, Captain Nair
      was
      a successful businessman in the garment industry and owned a garment export
      house. Captain Nair has significant experience in dealing with the Indian
      government at its most senior levels.




***Sarat
      Sethi*** has served as a member of our board of directors since our
      inception. Mr. Sethi is a Portfolio Manager/Equity Analyst with, and a
      principal of, Douglas C. Lane & Associates, Inc. Mr. Sethi graduated
      magna cum laude from Lehigh University in 1992 where he was a Martindale
      Scholar, earning a Bachelors of Science in Business and Economics. After working
      as a certified public accountant at Coopers & Lybrand, Sarat graduated from
      Harvard Business School in 1997 with a Masters in Business Administration.
      Prior
      to joining Douglas C. Lane & Associates in January 1999, Mr. Sethi
      worked for JP Morgan in its Mergers & Acquisition/Corporate Finance area and
      was involved in numerous domestic and cross-border transactions. Mr. Sethi
      became a principal of the firm in 2001. He serves on Lehigh University’s Board
      of Trustees, as a director of Lehigh University’s Alumni Association and is a
      member of Lehigh University Business School’s Board of Advisors. He is a
      Chartered Financial Analyst and a member of the New York Society of Security
      Analysts. Mr. Sethi has been a guest on Forbes on Fox and BBC, and appears
      regularly on CNBC and Bloomberg TV and Radio as a market strategist and equity
      analyst.




-36-


**Special
      Advisors**




***Daulat
      Dipshan***, age 56, is the President of Harilela Hotels Ltd., which
      is owned by the Harilela Group, a Hong Kong-based investment and development
      company with holdings in hotels, restaurants and banks worldwide, and has been
      is this position for over 20 years. Mr. Dipshan oversees the Harilela
      Group’s operations in North America with specific responsibility for
      acquisitions, construction, management and operations pertaining to the Group’s
      hotel and real estate holdings. Mr. Dipshan was previously employed for
      approximately 9 years by Hyatt Hotels International, and among his other
      responsibilities managed the prestigious United Nations Plaza Hotel in New
      York
      City. Mr. Dipshan also serves as a part-time financial advisor to Morgan
      Stanley with respect to hotel investment and development. He also serves as
      Chairman of the ZMaya-Sheila Cyberspace Schools, where he takes an active role
      in the education of underprivileged children in third world countries through
      internet broadcasting. Mr. Dipshan holds a degree in business
      administration from the European University of the University of
      Maryland.




***Indru
      “Andrew” Kirpalani***, age 59, has been the Founder, Chief Executive
      Officer and President of Andrew Sportsclub, Inc., or ASC, since January 1984.
      Mr. Kirpalani’s experience spans over 25 years working with various
      organizations at different senior levels. From 1977 to 1984, Mr. Kirpalani
      was the vice president of sales at St. Michel Sportswear, Ltd. and was
      instrumental in increasing the company’s sales from its inception to revenues of
      over $50 million. Mr. Kirpalani’s industry experience led him to start
      international apparel and textile specialty firms that focused on providing
      high
      value-branded goods to specialty and major department stores. Through his
      international sourcing experience, Mr. Kirpalani has grown ASC’s revenues
      in excess of $100 million per year. Currently, Mr. Kirpalani is involved in
      ASC’s sales and marketing efforts in the U.S., as well as managing its various
      sourcing strategies in India and the Far East. He has also been an investor
      in
      several ventures, both locally and in India, one of which includes Outsource
      Partners International, Ltd. Mr. Kirpalani sits on the Board of LeelaSoft
      Ltd, a company focused on building information technology enabling services
      infrastructure in South India. Mr. Kirpalani majored in Business
      Administration at the University of Malaysia, Kuala Lumpur, Malaysia. He is
      a
      frequent speaker at various international conferences and seminars on apparel
      manufacturing and branding.




***Chandru
      Jagwani***, age 63, has been the Founder, Chief Executive Officer and
      President of Diversified Impex Corp. since January 1986. The Diversified Impex
      Corporation is involved in international trade finance and has clients in
      various industries. At Diversified Impex, Mr. Jagwani has been involved in
      the export of U.S. auto and off highway equipment parts to India, Latin America
      and the Middle East, including export with Gould/Clevite, Caterpillar, Cummins,
      Detroit Diesel, and International Harvester. Mr. Jagwani also has extensive
      international experience in exporting auto parts, steel and engineering products
      from India, Taiwan and Singapore. Mr. Jagwani graduated with a degree in
      Electrical Engineering from Jodhpur University in India and subsequently
      received his MBA from the University of Bridgeport, Connecticut, in
      1970.




***Venu
      Krishnan***, age 50, is the Deputy Managing Director of the Leela
      Group of Companies, India. Mr. Krishnan joined Leela Group in 1987 as a
      Commercial Director and was recently promoted to Deputy Managing Director in
      March 2006. The Leela Group is a diversified group with interests in
      hospitality, apparel and textile, real estate and infrastructure development
      for
      information technology and information technology enabling services companies.
      As part of his responsibilities, Mr. Krishnan has been involved in the
      listing of the Leela Hotel venture on the Mumbai Sensex. His responsibilities
      include the group’s business strategy, finance, information technology
      development, special projects and human resources. Prior to joining the Leela
      Group, Mr. Krishnan worked as a management trainee at The Wallace Flour
      Mills Co Ltd, a flour milling group, and was promoted to general




-37-


manager
      in 1987. Mr. Krishnan graduated from Mumbai University with a bachelors
      degree in Commerce in 1976.




***Dr. Vijay
      C. Panjabi***, age 69, is the President of the India Medical
      Association, Mumbai Chapter, and is one of the leading and most well respected
      medical general practitioners in India, having an established practice in Bombay
      for over 40 years. His line of work brings him in day-to-day contact with
      leading healthcare professionals and representatives of pharmaceutical
      companies. Dr. Panjabi served as the president of the Indian Medical
      Association-Mumbai Chapter. Dr. Panjabi is the Editor of the MAHIMA
      publication of the Indian Medical Association, circulated to over 20,000
      physicians. He is also the vice president of the general practitioners
      association. He is the author of numerous scientific papers. Dr. Panjabi is
      also actively involved in the upliftment of rural areas and takes pride in
      giving back to society. He holds several degrees, including the M.B.B.S.,
      D.M.B., F.C.G.P. and D.G.P.




***Ramesh
      Hariani***, age 57, is the managing director of G.R. Engineering
      Works Ltd., which is a part of the G.R. Group of Companies, and has been in
      this
      position since 1996. Mr. Hariani is also responsible for overseeing the
      operations of the G.R. Group of Companies. G.R. Engineering Works Ltd. was
      established 40 years ago in Mumbai, India to supply equipment to grass root
      refineries, petro-chemical plants and fertilizer plants. The equipment is
      manufactured in accordance with American and other international codes with
      the
      highest quality manufacturing process. The company also manufactures
      self-propelled barges for transportation of iron ore at Goa on the western
      coast
      of India, and manages an information technology industrial park at Bangalore.
      Mr. Hariani is a Mechanical Engineering Graduate from City University,
      London, U.K. with a Post Graduate Diploma in Business Management from Bradford
      University, U.K.




We
      expect
      our officers, directors and special advisors will play a key role in identifying
      and evaluating prospective acquisition candidates, selecting the target
      business, and structuring, negotiating and consummating its acquisition. We
      believe that the skills and expertise of these individuals, their collective
      access to acquisition opportunities and ideas, their contacts, and their
      transactional expertise should enable us to successfully identify and effect
      a
      business combination with a target business in India.




**Compliance
      with Section 16(a) of the Securities Exchange Act of
      1934**




Section 16(a)
      of the Exchange Act requires our directors and executive officers and persons
      who own beneficially more than 10% of our common stock to file reports of
      ownership and changes in ownership of such common stock with the SEC, and to
      file copies of such reports with us. Based solely upon a review of the copies
      of
      such reports filed with us, we believe that during 2006, each of F. Jacob
      Cherian, Suhel Kanuga, Kishore Mirchandani, Lawrence Burstein, C.P. Krishnan
      Nair, Gul Asrani and Sarat Sethi did not file his initial statement of
      beneficial ownership on Form 3 on a timely basis.




**Director
      Independence**




The
      American Stock Exchange requires that a majority of our board must be composed
      of “independent directors,” which is defined generally as a person other than an
      officer or employee of the company or its subsidiaries or any other individual
      having a relationship, which, in the opinion of the company’s board of directors
      would interfere with the director’s exercise of independent judgment in carrying
      out the responsibilities of a director.




-38-


Our
      board
      of directors has determined that Larry Burstein, Captain Nair, Gul Asrani and
      Sarat Sethi, who collectively constitute a majority of our board, meet the
      general independence criteria set forth in the American Stock Exchange’s listing
      standards. Our independent directors will have regularly scheduled meetings
      at
      which only independent directors are present.




Any
      affiliated transactions will be on terms no less favorable to us than could
      be
      obtained from independent parties. Any affiliated transactions must be approved
      by a majority of our independent and disinterested directors.




**Audit
      Committee**




We
      have
      established an audit committee of the board of directors, which will consist
      of
      Sarat Sethi, as chairman, C.P. Krishnan Nair and Gul Asrani, each of whom is
      an
      independent director for audit committee purposes under the American Stock
      Exchange’s listing standards. The audit committee’s duties, which are specified
      in our Audit Committee Charter, include, but are not limited to:




•
            appointing,
                determining the compensation of, and retaining and overseeing the
                work of,
                the independent auditors (including resolving disagreements between
                management and the independent auditors regarding financial
                reporting).




•
            actively
                engaging in dialogue with the independent auditors with respect to
                any
                disclosed relationships or services that may impact their objectivity
                and
                independence and taking, or recommending that the Board take, appropriate
                action to oversee the independence of the independent
                auditors.




•
            annually
                reviewing the experience and qualifications of the key members of
                the
                independent auditors and the independent auditors’ quality control
                procedures.




•
            reviewing
                and pre-approving all audit services and all permissible non-audit
                services.




•
            establishing
                procedures for the receipt, retention and treatment of complaints
                we
                receive regarding accounting, internal accounting controls, or auditing
                matters, and the confidential, anonymous submission by employees
                of
                concerns regarding questionable accounting or auditing
                matters.




•
            discussing
                with the auditors the overall scope and plans for their audits including
                the adequacy of staffing and
                compensation.




•
            discussing
                with management and the auditors the adequacy and effectiveness of
                the
                accounting and financial controls, including our system to monitor
                and
                manage business risk, and legal and ethical compliance
                programs.




•
            reviewing
                and discussing with management and the independent auditors (a) any
                material financial or non-financial arrangements of ours that do
                not
                appear on our financial statements, and (b) any transaction with
                parties related to us.




•
            reviewing
                the interim financial statements with management and the independent
                auditors prior to the filing of our Quarterly Reports on Form 10-Q
                and discussing the results of the quarterly review and any other
                matters
                required to be communicated to the Committee by the independent auditors
                under generally accepted auditing
                standards.




-39-


•
            reviewing
                with management and the independent auditors the financial statements
                to
                be included in our Annual Report on Form 10-K (or the annual report
                to stockholders if distributed prior to the filing of the Form 10-K),
                including their judgment about the quality, not just acceptability,
                of
                accounting principles, the reasonableness of significant judgments,
                and
                the clarity of the disclosures in the financial
                statements.




**Financial
      Experts on Audit Committee**




The
      audit
      committee will at all times be composed exclusively of “independent directors”
who are “financially literate” as defined under the American Stock Exchange
      listing standards. The American Stock Exchange listing standards define
“financially literate” as being able to read and understand fundamental
      financial statements, including a company’s balance sheet, income statement and
      cash flow statement.




In
      addition, we must certify to the American Stock Exchange that the committee
      has,
      and will continue to have, at least one member who has past employment
      experience in finance or accounting, requisite professional certification in
      accounting, or other comparable experience or background that results in the
      individual’s financial sophistication. Our board of directors has determined
      that Sarat Sethi satisfies the American Stock Exchange’s definition of financial
      sophistication and also qualifies as an “audit committee financial expert,” as
      defined under rules and regulations of the SEC.




**Nominating
      Committee**




We
      have
      established a nominating committee of the board of directors, which will consist
      of Sarat Sethi, as chairman, C.P. Krishnan Nair and Gul Asrani, each of whom
      is
      an independent director under the American Stock Exchange’s listing standards.
      The nominating committee is responsible for overseeing the selection of persons
      to be nominated to serve on our board of directors. The nominating committee
      considers persons identified by its members, management, shareholders,
      investment bankers and others.




**Guidelines
      for Selecting Director Nominees**




The
      guidelines for selecting nominees, which are specified in the Nominating
      Committee Charter, generally provide that persons to be nominated should be
      actively engaged in business endeavors, have an understanding of financial
      statements, corporate budgeting and capital structure, be familiar with the
      requirements of a publicly traded company, be familiar with industries relevant
      to our business endeavors, be willing to devote significant time to the
      oversight duties of the board of directors of a public company, and be able
      to
      promote a diversity of views based on the person’s education, experience and
      professional employment. The nominating committee evaluates each individual
      in
      the context of the board as a whole, with the objective of recommending a group
      of persons that can best implement our business plan, perpetuate our business
      and represent shareholder interests. The nominating committee may require
      certain skills or attributes, such as financial or accounting experience, to
      meet specific board needs that arise from time to time. The nominating committee
      does not distinguish among nominees recommended by shareholders and other
      persons.




**Code
      of Ethics**




We
      have
      adopted a code of ethics that applies to all of our executive officers,
      directors and employees. The code of ethics codifies the business and ethical
      principles that govern all aspects of our business.




-40-


**Conflicts
      of Interest**




Potential
      investors should also be aware of the following potential conflicts of
      interest:




•
            In
                the course of their other business activities, our officers and directors
                may become aware of investment and business opportunities which may
                be
                appropriate for presentation to us as well as the other entities
                with
                which they are affiliated. They may have conflicts of interest in
                determining to which entity a particular business opportunity should
                be
                presented.




•
            Our
                officers and directors are now and 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.




•
            Our
                officers and directors own warrants that are subject to lock-up agreements
                restricting their sale until a business combination is successfully
                completed. Accordingly, our board may have a conflict of interest
                in
                determining whether a particular target business is appropriate to
                effect
                a business combination.




•
            The
                personal and financial interests of our directors and officers may
                influence their motivation in identifying and selecting a target
                business,
                and completing a business combination in a timely
                manner.




In
      general, officers and directors of a corporation incorporated under the laws
      of
      the State of Delaware are required to present business opportunities to a
      corporation if:




•
            the
                corporation could financially undertake the
                opportunity;




•
            the
                opportunity is within the corporation’s line of business;
                and




•
            it
                would not be fair to the corporation and its stockholders for the
                opportunity not to be brought to the attention of the
                corporation.




Accordingly,
      as a result of multiple business affiliations, our officers and directors may
      have similar legal obligations relating to presenting business opportunities
      meeting the above-listed criteria to multiple entities. In addition, conflicts
      of interest may arise when our board evaluates a particular business opportunity
      with respect to the above-listed criteria. We cannot assure you that any of
      the
      above mentioned conflicts will be resolved in our favor.




In
      order
      to minimize potential conflicts of interest which may arise from multiple
      corporate affiliations, each of our officers and directors has agreed, until
      the
      earlier of a business combination or the distribution of the trust account
      to
      the stockholders, or such time as he ceases to be an officer or director, to
      present to us for our consideration, prior to presentation to any other entity,
      any suitable business opportunity which may reasonably be required to be
      presented to us, subject to the pre-existing fiduciary and contractual
      obligations discussed above.




**Item
                11.**
            **Executive
                Compensation.**




None
      of
      our officers, directors or special advisors will receive any compensation prior
      to the consummation of our initial business combination, except for
      out-of-pocket expenses incurred in connection with activities on our behalf
      such
      as identifying potential target businesses and performing




-41-


due
      diligence on suitable business combinations. There is no limit on the amount
      of
      these out-of-pocket expenses and there will be no review of the reasonableness
      of the expenses by anyone other than our board of directors, which includes
      persons who may seek reimbursement, or a court of competent jurisdiction if
      such
      reimbursement is challenged. Because of the foregoing, we will generally not
      have the benefit of independent directors examining the propriety incurred
      on
      our behalf and subject to reimbursement.




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




The
      following table sets forth information regarding the beneficial ownership of
      our
      common stock as of December 31, 2006 by:




•
            each
                person known by us to be the beneficial owner of more than 5% of
                our
                outstanding shares of common stock;




•
            each
                of our officers and directors; and




•
            all
                our officers and directors as a
                group.




Unless
      otherwise indicated, we believe that all persons named in the table have sole
      voting and investment power with respect to all shares of common stock
      beneficially owned by them.




**Name
                    and Address of Beneficial Owner(1)**
              
              **Amount
                    and Nature of**
                  **Beneficial
                    Ownership**
              
              **Percent
                    of all Common**
                  **Stock
                    Issued and**
                  **Outstanding**Kishore
                  Mirchandani
              
              391,573
              
              4.3%F. Jacob
                  Cherian
              
              391,573
              
              4.3%Suhel
                  Kanuga
              
              391,572
              
              4.3%Lawrence
                  Burstein (2)
              
              146,455
              
              1.6%C.P.
                  Krishnan Nair
              
              18,008
              
              *Gul
                  Asrani
              
              18,008
              
              *Sarat
                  Sethi
              
              18,008
              
              *All
                  directors and executive officers
                as
                  a group (7 individuals)
              
              1,375,197 (3)
              
              15.2%Israel
                  A. Englander (4)
              
              810,700
              
              9.0%Andrew
                  M. Weiss (5)
              
              823,600
              
              9.0%Fir
                  Tree, Inc. (6)
              
              896,800
              
              1.0%







*
        Represents less than 1% of the outstanding shares.




-42-


(1)
            Unless
                otherwise indicated, the address for all officers and directors is
                c/o
                Millennium India Acquisition Company Inc., 330 East 38th Street,
                Suite
                46C, New York, New York 10016.




(2)
            Includes
                10,000 shares of common stock owned by Unity Venture Capital Associates
                Ltd., a private investment company, of which Mr. Burstein is
                President and a principal
                stockholder.




(3)
            Excludes
                an aggregate of 77,863 shares of common stock, held by Daulat Dipshan,
                Dr. Vijay C. Panjabi, Dr. Kurian P. Abraham, Indru Kirplani,
                Chandru Jagwani, Venu Krishnan and Ramesh Hariani, our special
                advisors.




(4)
            Based
                on information contained in an amended Schedule 13G jointly filed by
                Millenco, L.L.C., Millennium Management, L.L.C. and Israel A. Englander
                on
                February 7, 2007. The address of Millenco, L.L.C. is c/o Millennium
                Management, L.L.C., 666 Fifth Avenue, New York, NY
                10103.  Millennium Management, L.L.C. is the general partner of
                Millenco, L.P.  Israel A. Englander is the Managing Member of
                Millennium Management, L.L.C.




(5)
            Based
                on information contained in an amended Schedule 13G jointly filed by
                Weiss Asset Management, LLC, Weiss Capital, LLC and Andrew M. Weiss
                on
                February 14, 2007.  The address for all three filers is 29
                Commonwealth Avenue, 10th Floor, Boston, MA
                02116.




(6)
            Based
                on information contained in a Schedule 13G jointly filed by Sapling,
                LLC, Fir Tree Recovery Master Fund, L.P. and Fir Tree, Inc. on March
                9,
                2007.  Fir Tree, Inc. is the investment manager for Fir Tree
                Recovery Master Fund and Sapling, LLC. The address of Fir Tree, Inc.
                is
                505 Fifth Avenue, 23rd Floor, New York, NY
                10017.




Our
      existing stockholders, collectively, beneficially own approximately 15.2% of
      the
      issued and outstanding shares of our common stock. None of our existing
      stockholders purchased our securities in the initial public offering nor has
      done so to date. Because of this ownership block held by our existing
      stockholders, such individuals may be able to effectively exercise control
      over
      all matters requiring approval by our stockholders, including the election
      of
      directors and approval of significant corporate transactions other than approval
      of a business combination.




All
      of
      the shares of our common stock outstanding immediately prior to the initial
      public offering are being held in escrow with American Stock Transfer &
Trust Company as escrow agent, until the earliest of:




•
            our
                liquidation; and




•
            six
                months after the consummation of a liquidation, merger, stock exchange
                or
                other similar transaction which results in all of our stockholders
                having
                the right to exchange their shares of common stock for cash, securities
                or
                other property subsequent to our consummating our initial business
                combination with a target business.




During
      the escrow period, the holders of the shares will not be able to sell or
      transfer its shares of common stock (except to a child and/or spouse, or trust
      established for its benefit), but will retain all other rights as our
      stockholders, including, without limitation the right to vote their shares
      of
      common stock, subject to their agreement to vote all of their shares of common
      stock owned by them immediately prior to the initial public offering in
      accordance with the majority of the shares of common stock voted by the public
      stockholders other than our existing stockholders and the right to receive
      cash
      dividends, if declared. If dividends are declared and payable in shares of
      common stock, such dividends will also be placed in escrow. If we are unable
      to
      effect a business combination and liquidate, none of our existing stockholders
      will receive any portion of the liquidation proceeds with respect to common
      stock owned by them immediately prior to the initial public
      offering.




-43-


In
      addition, in connection with the vote required for our initial business
      combination, all of our existing stockholders have agreed, pursuant to letter
      agreements with the Representative, to vote the shares of common stock owned
      and
      acquired by them prior to the initial public offering, in accordance with the
      majority of the shares of common stock voted by the public stockholders other
      than our existing stockholders, including purchasers in our private placement
      offering.




**Item
                13.**
            **Certain
                Relationships and Related Transactions, and Director
                Independence.**




Prior
      to
      our initial public offering on July 20, 2006, we issued 1,812,500 shares of
      common stock for $25,000 in cash, or a purchase price of approximately $0.01
      per
      share. These shares were issued to the individuals set forth below, as
      follows:




**Name**
                
                **Number
                      of**
                    **Shares
                      of**
                    **Common**
                    **Stock**
                
                **Relationship
                      to Us**Kishore
                    Mirchandani
                
                520,039 (1)
                
                Chairman
                    and DirectorF. Jacob
                    Cherian
                
                520,039 (1)
                
                President,
                    Chief Executive Officer and DirectorSuhel
                    Kanuga
                
                520,038 (1)
                
                Executive
                    VP, Chief Financial Officer, Treasurer, Secretary &
                    DirectorLawrence
                    Burstein
                
                171,345
                
                DirectorGul
                    Asrani
                
                18,008
                
                DirectorC.P.
                    Krishnan Nair
                
                18,008
                
                DirectorSarat
                    Sethi
                
                18,008
                
                DirectorDaulat
                    Dipshan
                
                9,005
                
                AdvisorDr. Vijay
                    C. Panjabi
                
                9,005
                
                AdvisorDr. Kurian
                    P. Abraham
                
                9,005
                
                Advisor





(1)
            Does
                not reflect the resale of approximately 112,703 shares by each of
                our
                founders and 21,330 shares by Mr. Burstein for an aggregate of
                359,439 shares, as described below.




Messrs.
      Mirchandani, Cherian, Kanuga and Burstein sold an aggregate of 50,850 shares
      to
      Venu Krishnan, Indru Kirplani, Chandru Jagwani and Ramesh Hariani prior to
      the
      date of the initial public offering.




Each
      of
      the individuals set forth above has agreed, pursuant to a letter agreement
      between them and Ladenburg Thalmann & Co., not to sell any of the
      foregoing securities until the completion of a business combination. In
      addition, these holders of our common stock outstanding prior to the initial
      public offering, have agreed to waive their respective right to participate
      in
      any liquidation distribution with respect to shares of common stock acquired
      by
      them prior to the initial public offering.




-44-


Prior
      to
      the date of the initial public offering, we privately sold 2,250,000 warrants,
      at a price of $1.00 per warrant, for an aggregate of $2,250,000 to our existing
      stockholders, including to our officers, certain of our directors, other persons
      who owned shares of our common stock prior to such sale, and, in some instances,
      to their respective affiliates. Certain of our officers, directors, special
      advisors and their respective affiliates purchased an aggregate of 1,950,000
      warrants at a price of $1.00 per warrant in the private placement. The 23
      purchasers in our private placement included six persons other than our
      officers, directors, initial stockholders and their respective affiliates.
      Although such six persons were accredited investors within the meaning of
      Rule 501 of Regulation D promulgated under the Act, a court may take the
      position that such private placement was not conducted in accordance with any
      exemption from the registration requirements of Section 5 of the
      Act.




All
      of
      the proceeds we received from the sale of these private placement warrants,
      together with the monies received from our sale of units in the initial public
      offering, were placed in the trust account upon the consummation of the initial
      public offering and are intended to be used to consummate a business
      combination. The privately placed warrants are identical to the warrants offered
      in the initial public offering except that they are subject to lock up
      agreements restricting their sale until after the completion of a business
      combination, and they may be exercised on a cashless basis. In addition, the
      purchasers of the private placement warrants have waived their right to receive
      distributions upon our liquidation prior to a business combination with respect
      to the shares of common stock underlying the privately placed
      warrants.




In
      connection with our sale of warrants, our founders and Mr. Burstein resold
      359,439 shares of common stock, at a price of $0.01 per share, to affiliated
      and
      non-affiliated purchasers in the private placement. The resale of 359,439 shares
      of common stock by Messrs. Mirchandani, Cherian, Kanuga and Burstein occurred
      concurrently with the sale of the private placement warrants on the basis of
      10,000 shares of common stock for each 50,000 warrants purchased by those
      persons other than Messrs. Mirchandani, Cherian, Kanuga and Burstein. The
      purpose of this transaction was to encourage investors to participate in our
      private placement offering. The 359,439 shares of common stock were resold
      by
      Messrs. Mirchandani, Cherian, Kanuga and Burstein pursuant to the so-called
      Section 4(1 1/2) exemption from registration under the Securities Act. Such
      selling stockholders may be deemed to be underwriters under the Securities
      Act.
      A court may take the position that the resale of 60,000 shares of such shares
      of
      common stock to persons other than our officers, directors and initial
      stockholders may not have been conducted in accordance with the registration
      requirements of Section 5 of the Securities Act affording the purchasers of
      such shares the right to rescind such shares as a remedy to the failure to
      register these securities. These rescission rights, if any, may require the
      selling stockholders to refund up to an aggregate of $600, plus interest, to
      such persons. These privately purchased shares are held in escrow with the
      other
      existing stockholders’ shares and subject to the same restrictions. Any resale
      of these privately purchased shares must be registered under the Securities
      Act
      and any such resale cannot occur until six months after the consummation of
      a
      business combination.




We
      consider Messrs. Mirchandani, Cherian and Kanuga to be our “promoters” as such
      term is defined within the rules promulgated by the SEC under the Securities
      Act.




Our
      founders advanced an aggregate of $148,000 to us, which was used to pay a
      portion of the expenses of the initial public offering including SEC
      registration fee, NASD filing fee, the non-refundable portion of the American
      Stock Exchange listing fee, and a portion of the non-accountable expense
      allowance, legal and audit fees and expenses. The loans were repaid out of
      the
      proceeds of the initial offering that was not placed in the trust.




-45-


All
      ongoing and future transactions between us and any of our officers and directors
      or their respective affiliates, including loans by our officers and directors,
      will be on terms believed by us to be no less favorable than are available
      from
      unaffiliated third parties. Such transactions or loans, including any
      forgiveness of loans, will require prior approval in each instance by a majority
      of our uninterested “independent” directors (to the extent we have any) or the
      members of our board who do not have an interest in the transaction, in either
      case who had access, at our expense, to our attorneys or independent legal
      counsel.




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




The
      following table sets forth the aggregate fees billed to the Company by J.H.
      Cohn
      LLP for fiscal year 2006:




**Fiscal
                      Year 2006**Audit
                    fees
                
                $
                97,000Audit-related
                    fees
                
                
                —Tax
                    fees
                
                
                —All
                    other fees
                
                
                —Total
                
                $
                97,000





Audit
      fees relate to services rendered to us for (i) audits of our annual
      financial statements, (ii) reviews of our quarterly financial statements,
      and (iii) the issuance of comfort letters and consents and other matters
      related to SEC filings.




The
      Audit
      Committee has adopted a policy that requires advance approval of all audit,
      audit-related, tax services, and other services performed by our independent
      auditor. The policy provides for pre-approval by the Audit Committee of
      specifically defined audit and non-audit services. Unless the specific service
      has been previously pre-approved with respect to that year, the Audit Committee
      must approve the permitted service before the independent auditor is engaged
      to
      perform it.




**PART
      IV**




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




**(a)**
            **Financial
                Statements.**




Our
      financial statements as set forth in the Index to Financial Statements attached
      hereto commencing on page F-1 are hereby incorporated by
      reference.




**(b)**
            **Exhibits.**




The
      following exhibits, which are numbered in accordance with Item 601 of
      Regulation S-K, are filed herewith or, as noted, incorporated by reference
      herein:




-46-


**Exhibit
                    Number**
              
              **Exhibit
                    Description**3.1
              
              Registrant’s
                  Amended and Restated Certificate of Incorporation (1)3.1
              
              Registrant’s
                  Bylaws (1)3.2
              
              Certificate
                  of Amendment to Registrant’s Amended and Restated Certificate of
                  Incorporation (1)4.1
              
              Specimen
                  Unit Certificate (1)4.2
              
              Specimen
                  Common Stock Certificate (1)4.3
              
              Specimen
                  Warrant Certificate (1)4.4
              
              Form
                  of Unit Purchase Option granted to the Representative of the Underwriters
                  (1)4.5
              
              Form
                  of Warrant Agreement between American Stock Transfer & Trust
                  Company and the Registrant (1)10.1
              
              Form
                  of Investment Management Trust Agreement between The Bank of New
                  York and
                  the Registrant (1)10.2
              
              Form
                  of Stock Escrow Agreement between the Registrant, American Stock
                  Transfer & Trust Company and the Existing Stockholders (1)10.3
              
              Form
                  of Letter Agreement among the Registrant, Ladenburg Thalmann &
                  Co. Inc. and each of Kishore Mirchandani, Lawrence Burstein, C.P.
                  Krishnan
                  Nair, Gul Asrani, and Sarat Sethi (1)10.4
              
              Form
                  of Promissory Note issued by the Registrant to each of F. Jacob
                  Cherian, Suhel Kanuga and Kishore Mirchandani (1)10.5
              
              Form
                  of Registration Rights Agreement among the Registrant and each
                  of the
                  existing stockholders (1)10.6
              
              Form
                  of Letter Agreement among the Registrant, Ladenburg Thalmann &
                  Co. Inc. and each of F. Jacob Cherian and Suhel Kanuga (1)14.1
              
              Code
                  of Ethics (1)31.1
              
              Rule 13a-14(a)/15d-14(a)
                  Certification31.2
              
              Rule 13a-14(a)/15d-14(a)
                  Certification32.1
              
              Section 1350
                  Certifications





(1)
            Attached
                as an Exhibit to The Company’s Form S-1 (Registration No.:
                333-133189) initially filed on April 10, 2006, as amended, and
                incorporated herein by reference.




-47-


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




Board
      of
      Directors and Stockholders


Millennium
      India Acquisition Company Inc.




We
      have
      audited the accompanying balance sheet of Millennium India Acquisition Company
      Inc. as of December 31, 2006, and the related statements of operations,
      stockholders’ equity and cash flows for the period from inception (March 15,
      2006) to 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 audit 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 Millennium India Acquisition
      Company Inc. as of December 31, 2006, and its results of operations and cash
      flows for the period from inception (March 15, 2006) to December 31, 2006,
      in
      conformity with accounting principles generally accepted in the United States
      of
      America.




/s/
      J. H.
      Cohn LLP




Jericho,
      New York


March
      29,
      2007




F-1


**Millennium
      India Acquisition Company Inc.**


**Balance
      Sheet**


**December
      31, 2006**




**ASSETS**Current
                                        Assets:Cash
                                        and cash equivalents
                                    
                                    $
                                    443,516U.S.
                                        Government Securities held in Trust Fund
                                    
                                    
                                    57,004,924Total
                                        current assets
                                    
                                    
                                    57,448,440Other
                                        Assets
                                    
                                    
                                    14,314**Total
                                        assets**
                                    
                                    $
                                    57,462,754**LIABILITIES
                                        AND STOCKHOLDERS’ EQUITY****Current
                                        Liabilities:**Accounts
                                        payable and accrued expenses
                                    
                                    $
                                    101,364Income
                                        taxes payable
                                    
                                    
                                    194,000Deferred
                                        underwriting fees
                                    
                                    
                                    1,557,500Total
                                        liabilities
                                    
                                    
                                    1,852,864Common
                                        stock, subject to possible conversion to
                                        cash (1,449,275 shares at
                                        conversion value)
                                    
                                    
                                    11,326,834Value
                                        of private placement warrants, subject to
                                        possible
                                        rescission
                                    
                                    
                                    2,250,000**Commitments****Stockholders’
                                        Equity**:Preferred
                                        stock, par value $.0001 per share, 5,000
                                        shares authorized, 0 shares
                                        issued
                                    
                                    
                                    —Common
                                        stock, par value $.0001 per share, 45,000,000
                                        shares authorized, 7,613,225
                                        shares issued and outstanding
                                    
                                    
                                    761Additional
                                        paid-in-capital
                                    
                                    
                                    44,371,165Accumulated
                                        deficit
                                    
                                    
                                    (2,338,870
                                    )**Total
                                        stockholders’ equity**
                                    
                                    
                                    42,033,056**Total
                                        liabilities and stockholders’ equity**
                                    
                                    $
                                    57,462,754




See
      Accompanying Notes to Financial Statements




F-2


**Millennium
      India Acquisition Company Inc.**


**Statement
      of Operations**


**For
      the period from inception (March 15, 2006) to December 31,
      2006**




**Revenue:**Interest
                                income
                            
                            $
                            11,665Interest
                                income on Trust Fund
                            
                            
                            1,270,296Total
                                revenue
                            
                            $
                            1,281,961**Operating
                                expenses:**General
                                and administrative expenses
                            
                            
                            726,282Charge
                                related to sale of common stock
                            
                            
                            2,700,549Total
                                operating expenses
                            
                            
                            (3,426,831
                            )**Loss
                                before provision for income taxes**
                            
                            
                            (2,144,870
                            )**Provision
                                for income taxes**
                            
                            
                            194,000**Net
                                loss for the period**
                            
                            $
                            (2,338,870
                            )**Weighted
                                average number of shares outstanding:**Basic
                                and diluted
                            
                            
                            8,149,117**Net
                                loss per share:**Basic
                                and diluted
                            
                            $
                            (0.29
                            )




See
      Accompanying Notes to Financial Statements




F-3


**Millennium
      India Acquisition Company Inc.**


**Statement
      of Stockholders’ Equity**


**From
      inception (March 15, 2006) to December 31, 2006**




**Common
                                    Stock****Shares**
                              
                              
                              **Amount**
                              
                              
                              **Additional**
                                  **Paid-In**
                                  **Capital**
                              
                              
                              **Treasury**
                                  **Stock**
                              
                              
                              **Accumulated**
                                  **Deficit**
                              
                              
                              **Total****Balance,
                                  March 15, 2006 (inception)**
                              
                              
                              —
                              
                              
                              $
                              —
                              
                              
                              $
                              —
                              
                              
                              $
                              —
                              
                              
                              $
                              —
                              
                              
                              $
                              —Issuance
                                  of Common Stock to initial stockholders
                              
                              
                              1,753,496
                              
                              
                              
                              175
                              
                              
                              
                              24,825
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              25,000Issuance
                                  of Common Stock to initial stockholders
                              
                              
                              371,504
                              
                              
                              
                              37
                              
                              
                              
                              2,704,512
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              2,704,549Rescission
                                  of issuance of common stock to initial stockholders
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              2,700,549
                              
                              
                              
                              (2,704,549
                              )
                              
                              
                              —
                              
                              
                              
                              (4,000
                              )Cancellation
                                  of Common Stock to initial stockholders
                              
                              
                              (371,504
                              )
                              
                              
                              (37
                              )
                              
                              
                              (2,704,512
                              )
                              
                              
                              2,704,549
                              
                              
                              
                              —
                              
                              
                              
                              —Issuance
                                  of 0.211865 to 1 common stock dividend
                              
                              
                              371,504
                              
                              
                              
                              37
                              
                              
                              
                              (37
                              )
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —Contribution
                                  of 312,500 shares of Common Stock by initial stockholders
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              2,275,000
                              
                              
                              
                              (2,275,000
                              )
                              
                              
                              —
                              
                              
                              
                              —Cancellation
                                  of Common Stock from initial stockholders
                              
                              
                              (312,500
                              )
                              
                              
                              (31
                              )
                              
                              
                              (2,274,969
                              )
                              
                              
                              2,275,000
                              
                              
                              
                              —
                              
                              
                              
                              —Proceeds
                                  from sale of the Unit Purchase Option
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              100
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              100Sale
                                  of 7,250,000 units through public offering net
                                  of underwriter’s discount
                                  and offering expenses and net of proceeds of $11,326,834
                                  allocable to
                                  1,449,275 shares of common stock, subject to possible
                                  conversion
                              
                              
                              5,800,725
                              
                              
                              
                              580
                              
                              
                              
                              41,645,697
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              41,646,277Net
                                  loss for the period
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              —
                              
                              
                              
                              (2,338,870
                              )
                              
                              
                              (2,338,870
                              )**Balance,
                                  December 31, 2006**
                              
                              
                              7,613,225
                              
                              
                              $
                              761
                              
                              
                              $
                              44,371,165
                              
                              
                              $
                              —
                              
                              
                              $
                              (2,338,870
                              )
                              
                              $
                              42,033,056




See
      Accompanying Notes to Financial Statements




F-4


**Millennium
      India Acquisition Company Inc.**


**Statement
      of Cash Flows**


**For
      the period from inception (March 15, 2006) to December 31,
      2006**




**OPERATING
                                          ACTIVITIES**Net
                                          loss for the period
                                      
                                      $
                                      (2,338,870
                                      )Adjustment
                                          to reconcile net loss to net cash provided
                                          by operating
                                          activities:Charge
                                          related to sale of common stock
                                      
                                      
                                      2,700,549Changes
                                          in operating assets and liabilities:Accrued
                                          interest income on Trust Fund
                                      
                                      
                                      (342,424
                                      )Other
                                          assets
                                      
                                      
                                      (14,314
                                      )Accounts
                                          payable and accrued expenses
                                      
                                      
                                      101,364Income
                                          taxes payable
                                      
                                      
                                      194,000Net
                                          cash provided by operating activities
                                      
                                      
                                      300,305**INVESTING
                                          ACTIVITIES**Cash
                                          contributed to Trust Fund
                                      
                                      
                                      (56,662,500
                                      )Net
                                          cash used in investing activities
                                      
                                      
                                      (56,662,500
                                      )**FINANCING
                                          ACTIVITIES**Proceeds
                                          from issuance of common stock to initial
                                          stockholders
                                      
                                      
                                      25,000Proceeds
                                          from issuance of common stock to initial
                                          stockholders
                                      
                                      
                                      4,000Recission
                                          of issuance of common stock to initial
                                          stockholders
                                      
                                      
                                      (4,000
                                      )Proceeds
                                          from notes payable to initial stockholders
                                      
                                      
                                      144,000Payment
                                          of notes payable to initial stockholders
                                      
                                      
                                      (144,000
                                      )Proceeds
                                          from issuance of warrants
                                      
                                      
                                      2,250,000Proceeds
                                          from sale of Unit Purchase Option
                                      
                                      
                                      100Portion
                                          of net proceeds from sale of units through
                                          public offering allocable to
                                          shares of common stock, subject to possible
                                          conversion
                                      
                                      
                                      11,326,834Net
                                          proceeds from sale of units through public
                                          offering allocable
                                          to:Deferred
                                          underwriting fees
                                      
                                      
                                      1,557,500Stockholders’
                                          equity
                                      
                                      
                                      41,646,277**Net
                                          cash provided by financing activities**
                                      
                                      
                                      56,805,711**Net
                                          increase in cash and cash equivalents**
                                      
                                      
                                      443,516**Cash
                                          and Cash Equivalents**Beginning
                                          of period
                                      
                                      
                                      —End
                                          of period
                                      
                                      $
                                      443,516**Supplemental
                                          disclosure of non-cash activity:**Fair
                                          value of unit purchase option included
                                          in offering costs
                                      
                                      $
                                      1,535,000Effect
                                          on paid-in capital of recission and cancellation
                                          of issuance of common
                                          stock to initial stockholders, net
                                      
                                      $
                                      (3,963
                                      )Effect
                                          on paid-in capital of contribution and
                                          cancellation of 312,500 shares of
                                          common stock to initial stockholders
                                      
                                      $
                                      31




See
      Accompanying Notes to Financial Statements




F-5


Millennium
      India Acquisition Company
      Inc.


Notes
      to Financial
      Statements




**NOTE
      1 —**  **DISCUSSION
      OF THE COMPANY’S ACTIVITIES**




**Organization
      and activities**—Millennium India Acquisition Company Inc. (the
“Company”) was incorporated in Delaware on March 15, 2006 for the purpose
      of effecting a merger, capital stock exchange, asset acquisition or other
      similar transaction with a currently unidentified operating business or
      businesses that have operations primarily in India (a “Target
      Business”).




The
      registration statement for the Company’s initial public offering (“Offering”)
      was declared effective on July 19, 2006. On July 25, 2006, the Company
      consummated the Offering of 7,250,000 Units (the “Units” or a “Unit”) for gross
      proceeds of approximately $58 million, or $8.00 per Unit. All of the net
      proceeds of the Offering are intended to be applied toward consummating a
      merger, capital stock exchange, asset acquisition or other similar business
      combination with a Target Business (a “Business Combination”). Pending such a
      Business Combination, substantially all of the proceeds from the Offering will
      be held in trust. The Company’s management will have broad authority with
      respect to the application of the interest earned on the monies held in the
      trust from the net proceeds of the Offering (see Note 4). There is no
      assurance that the Company will be able to successfully effect a Business
      Combination.




Management
      has agreed that approximately $7.82 per Unit sold in the Offering will be held
      in a trust account (“Trust Account”) and invested in permitted United States
      government securities, of which, $0.21 per Unit will be paid to the underwriters
      upon the consummation of a Business Combination. The placing of funds in the
      Trust Account 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, execute agreements with the Company
      waiving any right, title, interest or claim of any kind in or to any monies
      held
      in the Trust Account, there is no guarantee that they will execute such
      agreements. Up to $1,975,000 in interest earned on the monies held in the Trust
      Account may be used to pay for due diligence of prospective Target Businesses,
      legal and accounting fees relating to Securities and Exchange Commission (“SEC”)
      reporting obligations and working capital to cover miscellaneous expenses,
      director and officer insurance and reserves.




Prior
      to
      the consummation of a Business Combination, the Company is obliged to submit
      such proposed Business Combination for approval by a majority of the
      stockholders of the Company. Stockholders that vote against such proposed
      Business Combination are, under certain conditions described below, entitled
      to
      convert their shares into a pro-rata distribution from the Trust Account (the
      “Conversion Right”). The actual per-share conversion price will be equal to the
      amount in the Trust Fund (inclusive of any interest thereon, and net of income
      taxes) as of two business days prior to the proposed Business Combination,
      divided by the number of Units sold in the Offering, or approximately $7.82
      per
      share on July 25, 2006. The Company’s stockholders prior to the Offering
      (“Initial Stockholders”), have agreed to vote their 1,812,500 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. In the event that holders of a majority of the outstanding
      shares of common stock vote for the approval of the proposed Business
      Combination and that holders owning 20% or more of the outstanding common stock
      do not exercise their Conversion Rights, the Business Combination may then
      be
      consummated.




If
      the
      Company does not execute a letter of intent, agreement in principle or
      definitive agreement for a Business Combination prior to 16 months from the
      date
      of the Offering, the Company’s board of directors will, prior to such date,
      convene, adopt and recommend to their




F-6


Millennium
        India Acquisition Company
        Inc.
 Notes
        to Financial
        Statements




stockholders
      a plan of dissolution and distribution and on such date file a proxy statement
      with the SEC seeking stockholder approval for such plan. If, however, a letter
      of intent, agreement in principle or definitive agreement for a Business
      Combination has been executed prior to 18 months from the date of the Offering,
      the Company will abandon their plan of dissolution and distribution and seek
      the
      consummation of that Business Combination. If a proxy statement seeking the
      approval of the Company’s stockholders for that Business Combination has not
      been filed prior to 22 months from the date of the Offering, the Company’s board
      of directors will, prior to such date, convene, adopt and recommend to their
      stockholders a plan of dissolution and distribution and on such date file a
      proxy statement with the SEC seeking stockholder approval for such plan. In
      the
      event there is no Business Combination within the 18 and 24-month deadlines
      (the
“Target Business Combination Period”), the Company will dissolve and distribute
      to its Public Stockholders, in proportion to their respective equity interests,
      the amount held in the Trust Account, and any remaining net assets, after the
      distribution of the Trust Account. In the event of liquidation, it is likely
      that the per share value of the residual assets remaining available for
      distribution (including Trust Account assets) will be less than the initial
      public offering price per share in the Offering. Pursuant to letter agreements
      with the Company and the representative of the underwriters (the
“Representative”) in the Offering, the Initial Stockholders have waived their
      right to receive distributions with respect to their existing shares in the
      event of the Company’s liquidation.




With
      respect to a Business Combination which is approved and consummated, any Public
      Stockholder who voted against the Business Combination may exercise their
      Conversion Right and their common shares would be cancelled and returned to
      the
      status of authorized but unissued shares. The per share conversion price will
      equal the amount in the Trust Account, calculated as of two business days prior
      to the consummation of the proposed 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 conversion of their
      shares in the event of a Business Combination. Such Public Stockholders are
      entitled to receive their per share interest in the Trust Account computed
      without regard to the shares held by Initial Stockholders.




**NOTE
      2 —**  **OFFERING**




In
      the
      Offering, effective July 19, 2006 (closed on July 25, 2006), the
      Company sold to the public 7,250,000 Units (the “Units”) at a price of $8.00 per
      Unit. Proceeds from the Offering, totaled approximately $52.9 million, which
      was
      net of approximately $3.5 million in underwriting and other Offering expenses
      paid in cash at the closing and approximately $1.6 million in deferred
      underwriting fees (see Note 4). Each Unit consists of one share of the
      Company’s common stock and one warrant (a “Public Warrant”) (see
      Note 7).




The
      Company also sold to the Representative, for an aggregate of $100, an option
      (the “Unit Purchase Option” or “UPO”) to purchase up to a total of 500,000
      additional Units (see Note 7).




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




**Cash
      and Cash Equivalents**—Cash and cash equivalents are deposits with
      financial institutions as well as short-term money market instruments with
      maturities of three months or less when purchased.




F-7
 
 Millennium
          India Acquisition Company
          Inc.
 Notes
          to Financial
          Statements


**Concentration
      of Credit Risk**—Financial instruments that potentially subject the
      Company to a significant concentration of credit risk consist primarily of
      cash
      and cash equivalents. The Company may maintain deposits in federally insured
      financial institutions in excess of federally insured limits. However,
      management believes the Company is not exposed to significant credit risk due
      to
      the financial position of the depository institutions in which those deposits
      are held.




**Net
      Loss Per Share**—Basic earnings (loss) per share is computed by dividing
      income (loss) by the weighted average common shares outstanding for the period.
      Diluted earnings per share are computed similar to basic earnings per share
      except that the weighted average shares outstanding are increased to include
      additional shares from the assumed exercise of warrants, if dilutive. The number
      of additional shares is calculated by assuming that the outstanding warrants
      were exercised and that the proceeds from such exercises were used to acquire
      shares of common stock at the average market price during the reporting
      period.




The
      Company experienced a loss for the period from inception (March 15, 2006) to
      December 31, 2006. Accordingly, the effect of the assumed exercise of all
      9,500,000 outstanding warrants to purchase common stock and the outstanding
      UPO
      to purchase 500,000 units would be anti-dilutive and has been excluded from
      the
      calculation of diluted loss per share.




**Fair
      Value of Financial Instruments**—The fair values of the Company’s assets
      and liabilities that qualify as financial instruments under the Statement of
      Financial Accounting Standard (“SFAS”) No. 107 “*Disclosure About Fair
      Value of Financial Instruments*” approximate their carrying amounts
      presented in the balance sheet at December 31, 2006.




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




**Income
      Taxes**—The Company accounts for income taxes in accordance with SFAS No.
      109 *“Accounting for Income Taxes”.* Deferred income tax assets and
      liabilities are computed for differences between the financial statement and
      tax
      basis of assets and liabilities that will result in future taxable or deductible
      amounts and are based on enacted tax laws and rates applicable to the periods
      in
      which the differences are expected to affect taxable income. Valuation
      allowances are established when necessary to reduce deferred income tax assets
      to the amount expected to be realized.




**New
      Accounting Pronouncements**— In July 2006, the Financial Accounting
      Standards Board (“FASB”) issued Interpretation No. 48 (“FIN 48”),
“Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement
      No. 109.”  FIN 48 clarifies the accounting for uncertainty
      in income taxes recognized in a company’s financial statements and prescribes a
      recognition threshold and measurement attribute for the financial statement
      recognition and measurement of a tax position taken or expected to be taken
      in
      an income tax return.  FIN 48 also provides guidance in
      derecognition, classification, interest and penalties, accounting in interim
      periods, disclosures and transition.  FIN 48 is effective for
      fiscal years beginning after December 15, 2006.  The Company does not
      believe the adoption of FIN 48 will have a material impact, if any, on its
      financial statements.




F-8
 
 Millennium
          India Acquisition Company
          Inc.
 Notes
          to Financial
          Statements


In
      September 2006, the FASB issued Statement No. 157 “Fair Value
      Measurements”
      (“SFAS No. 157”).  This
      Statement provides guidance for using fair value to measure assets and
      liabilities. The standard also responds to investors’ requests
      for
      expanded information about the extent to which companies measure assets and
      liabilities at fair value, the information used to measure fair value, and
      the
      effect of fair value measurements on earnings. SFAS No. 157 is effective for
      financial statements issued in fiscal years beginning after November 15, 2007
      and to interim periods within those fiscal years. The Company does not believe
      the adoption of SFAS No. 157 will have a material impact, if any, on its
      financial statements.




In
      February 2007, the FASB issued Statement No. 159, “The Fair Value Option
      for Financial Assets and Financial Liabilities” (“SFAS
      No. 159”).  SFAS No. 159 provides a “Fair Value Option”
under which a company may irrevocably elect fair value as the initial and
      subsequent measurement attribute for certain financial assets and
      liabilities.  SFAS No. 159 will be available on a
      contract-by-contract basis with changes in fair value recognized in earnings
      as
      those changes occur.  SFAS No. 159 is effective for fiscal years
      after November 15, 2007.  SFAS No. 159 also allows early adoption
      provided that the entity also adopts the requirements of SFAS
      No. 157.  The Company does not believe the adoption of SFAS
      No. 159 will have a material impact, if any, on its financial
      statements.




**NOTE
      4 —**  **COMMITMENTS**




*Administrative
      Fees*




The
      Company is permitted to utilize up to $2,025,000, which includes $50,000
      transferred to the Company at closing on July 25, 2006 and $1,975,000 of
      the interest earned upon monies in the Trust Account for working capital
      purposes. The working capital will be used to pay for director and officer
      liability insurance premiums and general and administrative services, including
      office space, utilities and secretarial support, with the balance being held
      in
      reserve for other expenses, such as relocation of their full-time officers
      to
      India, due diligence, legal, accounting, and other fees and expenses for
      structuring and negotiating Business Combinations, and deposits, down payments
      and/or funding of “no shop” provisions in connection with Business Combinations
      as well as for reimbursement of any out-of-pocket expenses incurred by the
      Company’s officers, directors or special advisors in connection with activities
      undertaken on the Company’s behalf.




*Underwriting
      Agreement*




In
      connection with the Offering, the Company entered into an underwriting agreement
      (the “Underwriting Agreement”) with the Representative in the
      Offering.




Pursuant
      to the Underwriting Agreement, the Company is obligated to the underwriters
      for
      certain fees and expenses related to the Offering, including an underwriting
      discount of $3,480,000. The Company and the Representative have agreed that
      payment of $725,000, of the underwriting discount will be deferred until
      consummation of the Business Combination. The Company also agreed to pay the
      Representative a non-accountable expense allowance of $870,000, or 1.50% of
      the
      gross proceeds of the Offering.




The
      Company and the Representative have agreed that payment of $832,500 of the
      non-accountable expense allowance will be deferred until consummation of the
      Business Combination.




F-9
 
 Millennium
          India Acquisition Company
          Inc.
 Notes
          to Financial
          Statements


In
      addition, in accordance with the terms of the Underwriting Agreement, the
      Company has engaged the Representative, on a non-exclusive basis, to act as
      its
      agent for the solicitation of the exercise of the Company’s Public Warrants. In
      consideration for solicitation services, the Company will pay the underwriters
      a
      commission equal to 6% of the exercise price for each Warrant exercised more
      than one year after the date of the Offering if the exercise is solicited by
      the
      underwriters.




**NOTE
      5 —**  **INCOME
      TAXES**




Provision
      for income taxes consists of:




**From Inception**
                    **(March
                      15, 2006)**
                    **to**
                    **December 31, 2006**Current
                    – Federal
                
                $
                194,000





The
      Company’s effective tax rate approximates the federal statutory
      rate.




The
      provision for income taxes differs from the amount computed by applying the
      U.S.
      statutory income tax rates for federal to loss before provision for income
      taxes
      for the reasons set forth below for the year ended December 31,
      2006.




Statutory
                      federal income tax rate
                    
                    
                    (34)%Non-deductible
                      expenses and other
                    
                    
                    43%Effective
                      tax rate
                    
                    
                    9%




The
      Company’s effective tax rate differs from the federal statutory rate as a result
      of non-deductible expenses and other deductions comprising primarily of a charge
      related to the sale of the Company’s common stock included on the accompanying
      statement of operations that will never be deductible from the Company’s
      computation of taxable income.




Included
      in general and administrative expenses for the period from inception (March
      15,
      2006) to December 31, 2006 are $44,770 of expenses related to Delaware
      franchise tax.




**NOTE
      6 —**  **CAPITAL
      STOCK**




During
      May 2006, the Company amended and restated its Certificate of Incorporation
      to
      authorize the issuance of an additional 10,000,000 shares of common stock for
      an
      aggregate authorization of 45,000,000 shares of common stock.




On
      June 5, 2006, the Company declared a stock dividend of 0.048951 shares for
      1 share of common stock to stockholders of record on June 5, 2006. On
      June 16, 2006, the Company declared a reverse stock split of 0.708333
      shares for 1 share of common stock to be effective on June 16, 2006 to
      stockholders of record on June 16, 2006. On July 6, 2006, the Company
      declared a stock dividend of 0.211865 shares for 1 share of common stock to
      stockholders of record on July 6, 2006. The accompanying unaudited condensed
      financial statements and share amounts have been retroactively adjusted to
      include the impact of the stock dividends and reverse stock split.




F-10


Millennium
        India Acquisition Company
        Inc.
 Notes
        to Financial
        Statements




*Preferred
      Stock*




The
      Company is authorized to issue 5,000 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.




*Common
      Stock*




In
      March
      2006, the Company’s Initial Stockholders purchased 1,753,496 post stock dividend
      and reverse stock split shares of the Company’s common stock for an aggregate
      $25,000.




During
      May 2006, certain of the Initial Stockholders purchased 371,504 post stock
      dividend and reverse stock split shares of the Company’s common stock for an
      aggregate $4,000. At the date of sale in May 2006, management determined the
      fair value of the Company’s common stock to be $7.28 per share. This
      determination of value was based on management’s evaluation of the value of
      common stock of similar companies, which had recently completed an initial
      public offering whose common stock had begun separate trading from the warrants.
      As a result, the Company recorded a charge of $2,700,549 to the statement of
      operations for the difference between the fair market value of the common stock
      sold of $2,704,549 and the $4,000 price paid by the Initial Stockholders in
      May
      2006.




On
      July 5, 2006, certain of the May 2006 Initial Stockholders’ purchase of
      371,504 post stock dividend and reverse stock split shares was rescinded in
      its
      entirety by mutual agreement of the Company and the Initial Stockholders. At
      the
      date of rescission, management re-evaluated the current fair value of the
      Company’s common stock and determined the fair value to be $7.28 per share as no
      events had occurred since the date of sale which would provide another
      indication of value and the Company’s circumstances were substantially the same
      as in May 2006. Accordingly, on July 5, 2006 the Company recorded the
      $2,704,549 value of the shares rescinded and reacquired to treasury stock and
      a
      $2,700,549 credit to additional paid-in capital based on the difference between
      fair market value of the common stock rescinded and the $4,000 price paid by
      the
      Company for such shares. Upon receipt, such shares were then immediately
      cancelled by the Company which resulted in the retirement of the treasury stock
      and a corresponding charge to additional paid-in capital and common
      stock.




On
      July 20, 2006, certain Initial Stockholders returned an aggregate of
      312,500 shares of the Company’s common stock to the Company for cancellation. At
      the date of return and cancellation, management re-evaluated the current fair
      value of the Company’s common stock and determined the fair value to be $7.28
      per share as no events had occurred which would provide another indication
      of
      value and the Company’s circumstances were substantially the same as on
      July 5, 2006 when the Company performed its last valuation. Accordingly, on
      July 20, 2006, the Company recorded the $2,275,000 value of the shares
      contributed to treasury stock and a $2,275,000 corresponding credit to
      additional paid-in capital. Upon receipt, such shares were then immediately
      cancelled by the Company which resulted in the retirement of the treasury stock
      and a corresponding charge to additional paid-in capital and common
      stock.




F-11
 
 Millennium
          India Acquisition Company
          Inc.
 Notes
          to Financial
          Statements


**NOTE
      7 —**  **WARRANTS
      AND OPTION TO PURCHASE COMMON STOCK**




*Public
      Warrants*




Each
      Public Warrant sold in the Offering will be exercisable for one share of common
      stock. Except as set forth below, the Public Warrants will entitle the holder
      to
      purchase shares at $6.00 per share, subject to adjustment in the event of stock
      dividends and splits, reclassifications, combinations and similar events for
      a
      period commencing on the later of: (a) completion of a Business Combination
      and (b) July 19, 2007, and ending July 19, 2010. The Company has
      the ability to redeem the Public Warrants with the prior consent of the
      Representative, in whole or in part, at a price of $.01 per Public Warrant
      at
      any time after the Public Warrants become exercisable, upon a minimum of 30
      days’ prior written notice of redemption, and if, and only if, the last sale
      price of the Company’s 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
      the Company sent the notice of redemption.




*Private
      Warrants*




On
      June 30, 2006, the Company sold to certain of the Initial Stockholders and
      other accredited investors 2,250,000 warrants (“Private Warrants”), for an
      aggregate purchase price of $2,250,000. All of the proceeds received from these
      purchases were placed in the Trust Account at the closing of the Offering.
      The
      Private Warrants are identical to the Public Warrants in the Offering except
      that they may be exercised on a cashless basis and the Private Warrants cannot
      be sold or transferred until after the consummation of a Business Combination.
      Additionally, such individuals will waive their right to receive distributions
      in the event of the Company’s liquidation prior to a Business Combination with
      respect to the shares of common stock underlying such Private Warrants. Based
      on
      certain circumstances in this transaction, the Private Warrant holders may
      have
      the right to rescind their purchases, which would require the Company to refund
      up to an aggregate of the purchase price paid for the Private Warrants. Due
      to
      the uncertainty related to the rescission rights regarding the Private Warrants,
      the Company has recorded the proceeds received from the purchase of Private
      Warrants in the private placement as temporary equity, outside of stockholders’
equity.




As
      the
      proceeds from the exercise of the Public Warrants and Private Warrants will
      not
      be received until after the completion of a Business Combination, the expected
      proceeds from the exercise will not have any effect on the Company’s financial
      condition or results of operations prior to a Business Combination.




*Unit
      Purchase Option*




Upon
      closing of the Offering, the Company sold and issued the UPO for $100 to the
      Representative to purchase up to 500,000 Units at an exercise price of $10.80
      per Unit. The Units underlying the UPO will be exercisable in whole or in part,
      solely at the Representative’s discretion, commencing on the consummation of a
      Business Combination and expiring on the five-year anniversary of the Offering.
      The Company accounted for the fair value of the UPO, inclusive of the receipt
      of
      the $100 cash payment, as an expense of the public offering resulting in a
      charge directly to stockholders’ equity with an equivalent increase in
      additional paid-in capital. The fair value of the 500,000 Units underlying
      the
      UPO was approximately $1,535,000 ($3.07 per Unit) at the date of sale and
      issuance, which was determined by the Company using a Black-Scholes
      option-pricing model. The fair value of the UPO has been estimated using the
      following assumptions: (1) expected volatility




F-12
 
 Millennium
          India Acquisition Company
          Inc.
 Notes
          to Financial
          Statements


of
      46.702%, (2) risk-free interest rate of 5.10% and (3) contractual life
      of 5 years. The expected volatility of approximately 46% was estimated by
      management based on an evaluation of the historical volatilities of similar
      public entities which had completed a transaction with an operating company.
      The
      UPO may be exercised for cash or on a “cashless” basis, at the holder’s option,
      such that the holder may use the appreciated value of the UPO (the difference
      between the exercise price of the UPO and the market price of the securities
      underlying the Units) to exercise the UPO without the payment of any cash.
      Each
      of the Units included in the UPO are identical to the Units to be sold in the
      Offering, except that the exercise price of the Units will be $10.80 per
      Unit.




*Registration
      Rights - Warrants and UPO*




In
      accordance with the Warrant Agreement related to the Public Warrants and the
      Registration Rights Agreement associated with the Private Warrants (collectively
      the Public Warrants and Private Warrants are the “Warrants”), the Company is
      only required to use its best efforts to register the Warrants and the shares
      of
      common stock issuable upon exercise of the Warrants and once effective to use
      its best efforts to maintain the effectiveness of such registration statement.
      The Company is not obligated to deliver securities, and there are no contractual
      penalties for failure to deliver securities, if a registration statement is
      not
      effective at the time of exercise. Additionally, in the event that a
      registration statement is not effective at the time of exercise, the holder
      of
      such Warrants shall not be entitled to exercise. However, with regards to the
      Private Warrants, the Company may satisfy its obligation by delivering
      unregistered shares of common stock. In no event (whether in the case of a
      registration statement not being effective or otherwise) will the Company be
      required to net cash settle a Warrant exercise. Consequently, the Warrants
      may
      expire unexercised and unredeemed. The holders of Warrants do not have the
      rights or privileges of holders of the Company’s common stock or any voting
      rights until such holders exercise their respective warrants and receive shares
      of the Company’s common stock.




The
      Company is only required to use its best efforts to register the UPO and the
      securities underlying such UPO, and once effective to use its best efforts
      to
      maintain the effectiveness of such registration statement. The Company has
      no
      obligation to net cash settle the exercise of the UPO or the warrants underlying
      the UPO. The holder of the UPO is not entitled to exercise the UPO or the
      warrants underlying the UPO unless a registration statement covering the
      securities underlying the UPO is effective or an exemption from registration
      is
      available. If the holder is unable to exercise the UPO or underlying warrants,
      the UPO or the underlying securities, as applicable, will expire
      worthless.




F-13


**SIGNATURES**




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




**MILLENNIUM
                  INDIA
                  ACQUISITION COMPANY INC.**Date March
                    30, 2007
                By:
                /s/ F. Jacob
                  Cherian
                  F. Jacob
                    CherianChief
                    Executive Officer and President(Principal
                    Executive and Financial
                    Officer)




In
      accordance with 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/
F.
                  Jacob Cherian
                F. Jacob Cherian
              
              President,
                  Chief Executive
                Officer
                  and Director
                (Principal
                  Executive Officer)
              
              March
                  30, 2007/s/
Suhel
                  Kanuga
                Suhel Kanuga
              
              Executive
                  Vice President, Chief
                Financial
                  Officer, Treasurer,
                Secretary
                  and Director
                (Principal
                  Financial &
                Accounting
                  Officer)
              
              March
                  30, 2007Kishore
                    Mirchandani
              
              Chairman
                  and Director/s/
Lawrence
                  Burstein
                Lawrence Burstein
              
              Director
              
              March
                  30, 2007Sarat Sethi
              
              Director/s/
Gul
                  Asrani
                Gul Asrani
              
              Director
              
              March
                  30, 2007C.P.
                    Krishnan Nair
              
              Director