**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM 10-Q**







**(Mark
      One)**




S
            **Quarterly
                report pursuant to Section 13 or 15(d) of the Securities Exchange Act
                of 1934**




For
                the quarterly period ended September 30,
                2007




**OR**




*
            **Transition
                report pursuant to Section 13 or 15(d) of the Securities Exchange Act
                of 1934**




For
                the transition period from ______________ to ______________




**Commission
      file number:  001-32931**








**MILLENNIUM
      INDIA ACQUISITION COMPANY INC.**


(Exact
      Name of Registrant as Specified in its Charter)




**Delaware**
            **20-4531310**(State
                or other jurisdiction of
              incorporation
                or organization)
            (I.R.S.
                Employer
              Identification
                Number)**330
                East 38th Street, Suite 40H**
              **New
                York, New York 10016**(Address
                of Principal Executive Offices, Including Zip Code)**(212)
                681-6763**(Registrant’s
                Telephone Number, Including Area
                Code)






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) has been subject to such filing requirements for the past
      90 days.  Yes  S   
      No  *




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.
      (Check one):




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  S    
      No  *




As
        of
        November 5, 2007, 9,512,500 shares of common stock, par value $0.0001 per
        share,
        were issued and outstanding.





PART
            I – FINANCIAL
            INFORMATION
  Item 1.    Financial
            Statements
 **Millennium
          India Acquisition Company, Inc.**
 **Condensed
          Balance Sheets**
  **September
                      30, 2007**
                
                
                **December
                      31, 2006**(unaudited)
                
                
                (Note 2)**ASSETS**Current
                    Assets:Cash
                    and cash equivalents
                
                $
                637,358
                
                
                $
                443,516U.S.
                    Government Securities held in Trust Fund
                
                
                57,574,293
                
                
                
                57,004,924Total
                    current assets
                
                
                58,211,651
                
                
                
                57,448,440Deferred
                    acquisition costs
                
                
                847,790
                
                
                
                —Restricted
                    cash
                
                
                137,973
                
                
                
                —Other
                    assets
                
                
                12,508
                
                
                
                14,314**Total
                    assets**
                
                $
                59,209,922
                
                
                $
                57,462,754**LIABILITIES
                    AND STOCKHOLDERS’ EQUITY****Current
                    Liabilities:**Accounts
                    payable and accrued expenses
                
                $
                768,874
                
                
                $
                101,364Accrued
                    acquisition costs
                
                
                787,990
                
                
                
                —Income
                    taxes payable
                
                
                165,993
                
                
                
                194,000Deferred
                    underwriting fees
                
                
                1,557,500
                
                
                
                1,557,500Total
                    current liabilities
                
                
                3,280,357
                
                
                
                1,852,864Common
                    stock, subject to possible conversion to cash(1,449,275
                    shares at conversion value) (Note 4)
                
                
                11,486,285
                
                
                
                11,326,834Value
                    of private placement warrants, subject to possible
                    rescission
                
                
                2,250,000
                
                
                
                2,250,000**Commitments****Stockholders’
                    Equity:**Preferred
                    stock, par value $.0001 per share, 5,000 sharesauthorized,
                    0 shares issued
                
                
                —
                
                
                
                —Common
                    stock, par value $.0001 per share, 45,000,000 shares authorized,
                    7,613,225
                    shares issued and outstanding (excluding 1,449,275 shares subject
                    to
                    possible conversion)
                
                
                761
                
                
                
                761Additional
                    paid-in capital
                
                
                44,211,714
                
                
                
                44,371,165Accumulated
                    deficit
                
                
                (2,019,195
                )
                
                
                (2,338,870
                )Total
                    stockholders’ equity
                
                
                42,193,280
                
                
                
                42,033,056Total
                    liabilities and stockholders’ equity
                
                $
                59,209,922
                
                
                $
                57,462,754
   See
          Accompanying Notes to Condensed Financial Statements
  –
2
              –
 **Millennium
          India Acquisition Company, Inc.**
 **Condensed
          Statements of Operations**
    **For
                      the three**
                    **months
                      ended**
                    **September
                      30,**
                    **2007**
                
                
                **For
                      the three**
                    **months
                      ended**
                    **September
                      30,**
                    **2006**
                
                
                **For
                      the nine**
                    **months
                      ended**
                    **September
                      30,**
                    **2007**
                
                
                **From
                      inception**
                    **(March
                      15, 2006)**
                    **to
                      September 30,**
                    **2006**(unaudited)
                
                
                (unaudited)
                
                
                (unaudited)
                
                
                (unaudited)**Revenue:**Interest
                    income
                
                $
                13,488
                
                
                $
                8,082
                
                
                $
                30,607
                
                
                $
                8,082Interest
                    income on Trust Fund
                
                
                502,068
                
                
                
                491,650
                
                
                
                2,000,332
                
                
                
                491,650Total
                    revenue
                
                
                515,556
                
                
                
                499,732
                
                
                
                2,030,939
                
                
                
                499,732**Operating
                    expenses:**General
                    and administrative expenses
                
                
                444,626
                
                
                
                374,932
                
                
                
                1,538,154
                
                
                
                412,645Charge
                    related to sale of common stock
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                2,700,549Total
                    operating expenses
                
                
                (444,626
                )
                
                
                (374,932
                )
                
                
                (1,538,154
                )
                
                
                (3,113,194
                )**Income
                    (loss) before provision for income taxes**
                
                
                70,930
                
                
                
                124,800
                
                
                
                492,785
                
                
                
                (2,613,462
                )**Provision
                    for income taxes**
                
                
                28,020
                
                
                
                34,000
                
                
                
                173,110
                
                
                
                34,000**Net
                    income (loss)**
                
                
                42,910
                
                
                
                90,800
                
                
                
                319,675
                
                
                
                (2,647,462
                )**Accretion
                    of Trust Fund relating to common stock, subject to possible conversion
                    to
                    cash (Note 4)**
                
                
                (66,786
                )
                
                
                —
                
                
                
                (159,451
                )
                
                
                —**Net
                    income (loss) accorded to common stockholders**
                
                $
                (23,876
                )
                
                $
                90,800
                
                
                $
                160,224
                
                
                $
                (2,647,462
                )**Weighted
                    average number of****shares
                    outstanding**Basic
                
                
                7,613,225
                
                
                
                5,786,459
                
                
                
                7,613,225
                
                
                
                2,952,601Diluted
                
                
                7,613,225
                
                
                
                6,891,996
                
                
                
                9,514,012
                
                
                
                2,952,601**Net
                    income (loss) per share:**Basic
                
                $
                —
                
                
                $
                0.02
                
                
                $
                0.02
                
                
                $
                (0.90
                )Diluted
                
                $
                —
                
                
                $
                0.01
                
                
                $
                0.02
                
                
                $
                (0.90
                )**Number
                    of shares outstanding subject to possible conversion,** basic and
                    diluted
                
                
                1,449,275
                
                
                
                1,449,275
                
                
                
                1,449,275
                
                
                
                1,449,275**Net
                    income per share subject to possible conversion,** basic and
                    diluted
                
                $
                0.05
                
                
                
                —
                
                
                $
                0.11
                
                
                
                —
    See
          Accompanying Notes to Condensed Financial Statements
  –
3
              –
  **Millennium
          India Acquisition Company, Inc.**
 **Condensed
          Statements of Cash Flows**
  **For
                      the nine**
                    **months
                      ended**
                    **September
                      30,**
                    **2007**
                
                
                **From
                      inception**
                    **(March
                      15, 2006)**
                    **to
                      September 30,**
                    **2006**(unaudited)
                
                
                (unaudited)**OPERATING
                    ACTIVITIES**Net
                    income (loss)
                
                $
                319,675
                
                
                $
                (2,647,462
                )Adjustments
                    to reconcile net income (loss) to net cash provided byoperating
                    activities:Charge
                    related to sale of common stock
                
                
                —
                
                
                
                2,700,549Changes
                    in operating assets and liabilities:Accrued
                    interest income on Trust Fund
                
                
                (569,369
                )
                
                
                (213,396
                )Other
                    assets
                
                
                1,806
                
                
                
                (14,917
                )Deferred
                    acquisition costs
                
                
                (59,800
                )
                
                
                —Accounts
                    payable and accrued expenses
                
                
                667,510
                
                
                
                77,454Income
                    taxes payable
                
                
                (28,007
                )
                
                
                34,000Restricted
                    cash
                
                
                (137,973
                )
                
                
                —**Net
                    cash provided by (used in) operating activities**
                
                
                193,842
                
                
                
                (63,772
                )**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
                
                
                —
                
                
                
                4,000Rescission
                    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 sale 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
                
                
                —
                
                
                
                1,557,500Stockholder’s
                    Equity
                
                
                —
                
                
                
                41,757,013**Net
                    cash provided by financing activities**
                
                
                —
                
                
                
                56,916,447**Net
                    increase in cash and cash equivalents**
                
                
                193,842
                
                
                
                190,175**Cash
                    and Cash Equivalents**Beginning
                    of period
                
                
                443,516
                
                
                
                —End
                    of period
                
                $
                637,358
                
                
                $
                190,175**Supplemental
                    disclosure of non-cash activity:**Accrued
                    acquisition costs
                
                $
                787,990
                
                
                $
                —
  See
          Accompanying Notes to Condensed Financial Statements
  –
4
              –
 **Notes
          to the Condensed 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
          (a “Business Combination”) with an operating business or businesses that have
          operations primarily in India (a “Target Business”).
  On
          May
          12, 2007, the Company entered into two substantially identical share
          subscription agreements to acquire a 14.9% equity interest in each of SMC
          Global
          Securities Limited (“SMC”) and SAM Global Securities Limited (“SAM”) , that
          collectively comprise the SMC Group of Companies (the “SMC Group” or the
“Group”), for the aggregate fixed sum of INR 1,638,996,077, or approximately
          $41.68 million at an exchange rate of $1.00 = INR 39.32 as of October 29,
          2007
          using the noon buying rate of the Federal Reserve Bank of New
          York.  On June 6, 2007, the Company acquired options, exercisable
          within 30 days of the closing date of the share purchase transactions,
          to
          require the SMC Group to initiate regulatory approval proceedings that
          would
          permit the SMC Group to issue Global Depositary Receipts (GDRs), in which
          issuance the Company has the right to subscribe to such number of GDRs
          as would
          provide the Company, on conversion of the GDRs into equity shares, with
          up to an
          additional 6% equity interest in the SMC Group,
          in
          return for an aggregate payment of up to INR 659,998,420, or approximately
          $16.79 million at the October 29, 2007 exchange rate.  As the Company
          does not currently intend to enter into any financing in connection with
          such
          option exercise, it would only subscribe to that number of GDRs that it
          would be
          able to purchase given its then-available capital.  In this quarterly
          report, the Company also refers to the proposed 14.9% investment in
          the SMC Group as the “share purchase transactions,” and the share purchase
          transactions together with the possible acquisition of up to an additional
          6% of
          the SMC Group as the “transactions.”
   **NOTE
          2 —** **SUMMARY
          OF SIGNIFICANT ACCOUNTING POLICIES**
  Interim
          Financial Statements - The accompanying unaudited condensed financial statements
          have been prepared in accordance with accounting principles generally accepted
          in the United States of America and the rules and regulations of the Securities
          and Exchange Commission (“SEC”) for interim financial information. Accordingly,
          the financial statements do not include all information and notes required
          by
          accounting principles generally accepted in the United States of America
          for
          complete annual financial statements. In the opinion of the Company’s management,
          the
          accompanying unaudited condensed financial statements reflect all adjustments,
          consisting of normal recurring adjustments, considered necessary for a
          fair
          presentation. Interim operating results are not necessarily indicative
          of
          results that may be expected for the year ending December 31, 2007 or for
          any
          subsequent period. These unaudited condensed financial statements should
          be read
          in conjunction with the Company’s audited financial statements as of and for the
          year ended December 31, 2006 included in its annual report on Form 10-K
          filed
          with the SEC on March 30, 2007. The balance sheet data as of December 31,
          2006
          included in this Form 10-Q is derived from those audited financial statements.
  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.
  Deferred
          Acquisition Costs - Costs related to the proposed acquisition of a minority
          interest in the SMC Group are capitalized.  In the event the
          acquisition does not occur, the costs are expensed.
    –
5
              –
 Net
          Income (Loss) Per Share - Basic income (loss) per share is computed by
          dividing
          income (loss) available to common stockholders by the weighted average
          common
          shares outstanding for the period.
  Calculation
          of the weighted average common shares outstanding during the period is
          based on
          2,125,000 initial shares outstanding throughout the period from March 15,
          2006
          (inception) to September 30, 2007, 312,500 initial shares cancelled by
          the
          Company on July 20, 2006 (retroactively restated to July 25, 2006) and
          7,250,000
          common shares outstanding after the completion of the Offering on July
          25, 2006.
          Basic net income per share subject to possible conversion is calculated
          by
          dividing accretion of the Trust Fund relating to common stock subject to
          possible conversion by 1,449,275 common shares subject to possible conversion.
          Diluted earnings per share reflects the potential dilution that could occur
          if
          securities or other contracts to issue common stock were exercised or converted
          into common stock or resulted in the issuance of common stock that then
          shared
          in the earnings of the entity.
  The
          Company experienced a loss accorded to common stockholders for the three
          months
          ended September 30, 2007.  Accordingly, the effect of the assumed
          exercise of all 9,500,000 outstanding warrants to purchase common stock
          would be
          anti-dilutive and has been excluded from the calculation of diluted loss
          per
          share for this period.
  Income
          Taxes - The Company accounts for income taxes in accordance with Statement
          of
          Financial Accounting Standards (“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.
  Reclassifications
          - Certain prior period amounts have been reclassified to conform to the
          current
          period presentation.
  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.
  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 adoption of FIN
          48 did
          not have an effect on the Company’s balance sheets, statements of operations or
          cash flows.
    –
6
              –
 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
          3 —** **INCOME
          TAXES**
  No
          provision for state and local income taxes has been made since the Company
          was
          formed as a vehicle to effect a Business Combination and, as a result,
          does not
          conduct operations and is not engaged in a trade or business in any state.
          The
          Company records a valuation allowance when it is more likely than not that
          some
          portion or all of the deferred tax assets will not be realized. The ultimate
          realization of the deferred tax assets depends on the ability to generate
          sufficient taxable income of the appropriate character in the future and
          in the
          appropriate taxing jurisdictions.
   **NOTE
          4 —** **STOCKHOLDERS’
          EQUITY**
  For
          the
          nine months ended September 30, 2007, Trust Fund interest income accretion
          of
          $159,451 was allocated to common stock, subject to possible conversion
          to cash
          on the accompanying condensed balance sheets and a corresponding debit
          of
          $159,451 was recorded to additional paid-in capital.
   **NOTE
          5 —** **SUBSEQUENT
          EVENTS**
  On
          October 16, 2007, in return for their assistance in searching for a potential
          target company and their advice to Millennium India during the negotiation
          process of the SMC Group transactions, including the extension of the deadline
          for the share purchase transactions to December 27, 2007, both Samta Jain
&
Associates and Step Two Advisors received an aggregate of 450,000 shares
          of our
          common stock as finders’ fees, of which Samta Jain received 250,000 and Step Two
          Advisors received 200,000 shares.
  The
          finders have agreed to hold the shares subject to a lock-up and not to
          sell them
          within one year of the closing of the share purchase transactions.  In
          addition, each of Samta Jain & Associates and Step Two Advisors have (i)
          agreed, in connection with the proposals contained in the Company’s Preliminary
          Proxy Statement, filed with the SEC on August 17, 2007, and, as amended,
          on
          November 1, 2007, to vote its shares in accordance with the majority of
          the
          shares of
     –
7
              –
 common
          stock voted by the public stockholders who did not own shares immediately
          prior
          to the Company’s public
          offering,
          including purchases in its private placement; and (ii) waived its right
          to
          participate in the distribution of the trust proceeds upon liquidation
          of the
          Company.
  Neither
          Samta Jain & Associates nor Step Two Advisors have received any fees or
          other consideration in excess of the 450,000 shares of common stock, except
          for
          the reimbursement of expenses incurred in connection with their services
          provided to the Company.
                            
 –
8
              –
  **Item
          2.** **Management’s
          Discussion and Analysis of Financial Condition and Results of
          Operations**
  **Cautionary
          Statement Regarding Forward-Looking Information**
  This
          quarterly report on Form 10-Q contains certain forward-looking statements
          with
          respect to the financial condition, results of operations, plans, objectives,
          future performance and business of our company, including, without limitation,
          statements preceded by, followed by or that include the words “may,” “will,”
“should,” “believes,” “expects,” “intends,” “anticipates,” “thinks,” “plans,”
“estimates” “seeks,” “predicts,” “potential,” or similar expressions. We believe
          it is important to communicate management’s expectations to our investors.
          However, there may be events in the future that we are not able to accurately
          predict or over which we have no control. The risk factors listed in our
          Annual
          Report on Form 10-K for the year ended December 31, 2006 and in our Preliminary
          Proxy Statement filed with the SEC on August 17, 2007, and as amended, on
          November 1, 2007, as well as any other cautionary language in this quarterly
          report, provide examples of risks, uncertainties and events that may cause
          our
          actual results to differ materially from the expectations we describe in
          our
          forward-looking statements. You should be aware that the occurrence of
          the
          events described in these risk factors and elsewhere in this quarterly
          report
          could have a material adverse effect on our business, results of operations
          and
          financial condition. An example of these risks include general business
          conditions, economic uncertainty or slowdown, and the effects of governmental
          regulation that could adversely affect our future results of
          operations.
  Investors
            are cautioned not to place undue reliance on these forward-looking statements,
            which speak only as of the date of this quarterly report.  All
            forward-looking statements included herein attributable to us or any
            person
            acting on our behalf are expressly qualified in their entirety by the
            cautionary
            statements contained or referred to in this section.  Except to the
            extent required by applicable laws and regulations, we do not undertake
            any
            obligation to publicly update or release any revisions to these forward-looking
            statements to reflect events or circumstances after the date that this
            quarterly
            report is filed with the SEC or to reflect the occurrence of unanticipated
            events, except as required by law.
  *The
          following discussion should be read in conjunction with our condensed financial
          statements and footnotes thereto contained in this report.*
  **Overview**
  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
          an
          operating business or businesses operating primarily in India.
  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 underwriters’
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.
    –
9
              –
 For
          additional information concerning the proceeds generated in our initial
          public
          offering and a discussion of the intended use of such proceeds, we refer
          you to
          Note 1 of the financial statements included in our Annual Report on Form
          10-K (File Number 001 -32931) for the year ended December 31, 2006 filed
          with
          the SEC on March 30, 2007 (our “2006 Annual Report”).
  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
          our 2006 Annual Report.
  We
          believe that we have sufficient available funds to complete our efforts
          to
          effect a business combination with an operating business.
  On
          May
          12, 2007, we entered into two substantially identical share subscription
          agreements to acquire a 14.9% equity interest in each of SMC Global Securities
          Limited (“SMC”) and SAM Global Securities Limited (“SAM”), that collectively
          comprise the SMC Group of Companies (the “SMC Group” or the “Group”), for the
          aggregate fixed sum of INR 1,638,996,077, or approximately $41.68 million
          at an
          exchange rate of $1.00 = INR 39.32 as of October 29, 2007 using the noon
          buying
          rate of the Federal Reserve Bank of New York.  On June 6, 2007, we
          acquired options, exercisable within 30 days of the closing date of the
          share
          purchase transactions, to require the SMC Group to initiate regulatory
          approval proceedings that would permit the SMC Group to issue Global
          Depositary Receipts (GDRs), in which issuance we would have the right to
          subscribe to such number of GDRs as would provide us, on conversion of
          the GDRs
          into equity shares, with up to an additional 6% equity interest in the
          SMC
          Group,
          in
          return for an aggregate payment of up to INR 659,998,420, or approximately
          $16.79 million at the October 29, 2007 exchange rate.  As we do
          not currently intend to enter into any financing in connection with such
          option
          exercise, we would only subscribe to that number of GDRs that we would
          be able
          to purchase given our then-available capital. In this quarterly report,
          we also
          refer to the proposed 14.9% investment in the SMC Group as the “share purchase
          transactions,” and the share purchase transactions together with the possible
          acquisition of up to an additional 6% of the SMC Group as the “transactions.”
  **Trends
          and Uncertainties**
  If
          the
          share purchase transactions with the SMC Group close, we will have a
          minority interest in SMC Global Securities Limited and SAM Global Securities
          Limited, two companies operating in the financial intermediaries
          market.  Accordingly, a sustained downturn in the Indian or global
          economy could have a negative impact on our investment in the
          SMC Group and therefore on our results of operations and financial
          condition.  It is possible that investors serviced by the
          SMC Group would move their investments out of the financial markets because
          of uncertainty.  In that case, financial intermediaries, like the
          SMC Group, could see a significant decline in their business and the stock
          of
          financial intermediaries would become less attractive to
          investors.  While these consequences of a sustained downturn in the
          Indian or global economy are possible, we believe that the economic size
          and
          market share held by SMC would enable to endure the downturn,
          enabling us to retain the value of our investment in the SMC
          Group.
  Specific
          macroeconomic and industry factors relevant to us in light of our minority
          investment in the SMC Group include the following:
  ·
                With
                    a 2006 GDP of $887 billion, India is the world’s 12th  largest
                    economy in dollar terms.  Based on real GDP growth, it is
                    currently the second-fastest growing economy in the
                    world.  Large inflows of foreign investment in recent months and
                    years, however, have put, and continue to put, upward pressure
                    on the
                    value of the rupee relative to other currencies, including the
                    U.S.
                    dollar.  A strengthened rupee
                    may
  –
10
                –
 negatively
                      impact the volume of Indian exports, which may slow the rate
                      of growth of
                      the Indian economy.
 ·
                According
                    to the India Ministry of Finance, the gross domestic savings
                    rate was at
                    32.4% of GDP in 2006.  Existing low domestic investment
                    penetration levels (with less than five percent of the financial
                    savings
                    of Indian households invested in equity), increasing affordability
                    of
                    credit, a young population and rising income levels have led
                    to a growing
                    demand for retail financial
                    products.
  ·
                The
                    introduction of new financial instruments and products and relaxation
                    of
                    investment limits for foreign direct investment (“FDI”)
                    and
                    foreign institutional investment (“FII”)
                    has
                    helped broaden the financial services industry over the past
                    15
                    years.  According to the Reserve Bank of India, foreign
                    portfolio and direct investment inflows have risen significantly
                    since
                    economic liberalization reforms began in the early 1990s and
                    have
                    contributed to foreign currency reserves of $165 billion as of
                    December
                    2006.  FDI inflow in the twelve months ended March 31, 2007
                    amounted to $15 billion and is expected to reach $25 billion
                    in the twelve
                    months ending March 31, 2008.
  ·
                Trading
                    volumes on Indian capital markets have grown from $544.1 billion
                    in
                    2000-01 to $1.677 trillion in 2005-06.  The Wall Street Journal
                    (April 2007) expects stock trading volumes in India to increase
                    about 50%
                    a year for the next two to three years.  Commodity trading
                    volumes have risen at a compound annual growth rate of over 200%
                    between
                    2002-03 and 2005-06.  However, recent increases in foreign
                    investment in Indian equities have caused a rapid appreciation
                    of Indian
                    stock market indices and increased the risk of a “market bubble,” i.e., an
                    overvaluation of stock.  If stocks are overvalued, or if
                    investors generally perceive them to be overvalued, stock prices
                    could
                    decline, leading investors to move their capital out of the equities
                    markets.  This would have a detrimental effect on stock brokers
                    and other intermediaries, such as the SMC
                    Group.
  ·
                Indian
                    mutual fund assets under management have grown from INR 1.53
                    trillion in
                    September 2004 to INR 2.32 trillion in March 2006.  Most of the
                    funds that dominate the sector are open-ended funds.  The
                    government of India has stated its intention to invest a part
                    of the
                    pension funds of government employees in the capital markets
                    by means of
                    mutual funds.
  ·
                As
                    fewer than 20% of India’s insurable population is currently insured, the
                    market’s potential has been estimated to have a premium income of $80
                    billion, covering over 300 million
                    insured.
   –
11
              –
 **Results
          of Operations**
  Net
          income for the three months ended September 30, 2007 of $42,910 consisted
          of
          interest income on the Trust Fund investment of $502,068 and interest on
          cash
          and cash equivalents of $13,488, offset by general and administrative expenses
          of $444,626, which includes professional fees of $225,783, travel and
          entertainment expenses of $99,680, rent and office expenses of $52,463,
          Delaware
          franchise tax of $19,160, and $47,540 related to other operating
          expenses.
  Net
          income for the three months ended September 30, 2006 of $90,800 consisted
          of
          interest income on the Trust Fund investment of $491,650 and interest on
          cash
          and cash equivalents of $8,082, offset by general and administrative expenses
          of
          $374,932, which includes professional fees of $74,694, travel and entertainment
          expenses of $105,582, relocation expenses of  $97,478, rent and office
          expenses of $43,150, Delaware franchise tax of $34,540, and $19,488 related
          to
          other operating expenses.
  Net
          income for the nine months ended September 30, 2007 of $319,675 consisted
          of
          interest income on the Trust Fund investment of $2,000,332 and interest
          on cash
          and cash equivalents of $30,607, offset by general and administrative expenses
          of $1,538,154, which includes professional fees of $889,402, travel and
          entertainment expenses of $373,054, rent and office expenses of $123,874,
          Delaware franchise tax of $55,160, insurance expense of $37,457 and $59,207
          related to other operating expenses.
  Net
          loss
          for the period from inception (March 15, 2006) to September 30, 2006 was
          $2,647,462, which consisted of interest income on the Trust Fund investment
          of
          $491,650 and interest on cash and cash equivalents of $8,082, offset by
          a charge
          related to the sale of common stock of $2,700,549, general and administrative
          expenses of $412,645, which includes travel and entertainment expenses
          of
          $105,800, professional fees of $107,694, relocation expenses of $97,478,
          rent
          and offices expenses of $43,150, Delaware franchise tax of $38,904 and
          $19,619
          related to other operating expenses.
  **Liquidity
          and Capital Resources**
  Of
          the
          $58 million of gross proceeds from our initial public offering (i) we deposited
          approximately $56,662,500 into a trust account at the closing, which amount
          included $2,250,000 that we received from the sale of warrants to our initial
          stockholders and other investors in a private placement on June 30, 2006;
          (ii)
          the underwriters received $2,792,500 as an underwriting discount and non
          accountable expense allowance; (iii) we retained $50,000 that was not held
          in
          the trust account; and (iv) we used $795,000 for offering expenses.
  We
          are
          permitted to utilize up to $2,025,000 of cash for working capital, which
          includes the $50,000 transferred to us at closing of our initial public
          offering
          on July 25, 2006 and $1,975,000 of the interest earned on trust investments.
          The
          cash held outside of the trust has been and will continue to be used to
          provide
          for business, legal and accounting due diligence and structuring on prospective
          transactions and continuing general and administrative expenses. As of
          September
          30, 2007, we have used $1,360,000 for such working capital
          expenditures.
   –
12
              –
 As
          of
          September 30, 2007, our accounts payable and accrued expenses were $3,280,357
          (including $1,557,500 of deferred underwriting fees and expenses, $165,993
          payable for federal income taxes and approximately $88,000 still payable
          to our
          auditors).  Underwriting fees and income tax obligations are payable
          from the trust fund.
  Our
          cash
          available outside of the trust was $637,358 as of September 30,
          2007.  Since the amount of our obligations to vendors and creditors as
          of September 30, 2007 exceeds this amount, we have no funds remaining outside
          of
          the trust that could be used to search for a new business combination
          target.
  If
          we
          close the share purchase transactions, the difference between the outstanding
          obligations to vendors and creditors and the cash available outside of
          the trust
          will be covered by the proceeds released from the trust at closing. Although
          we
          do not currently have plans for additional financing, in the event that
          we do
          not close the share purchase transactions, we will be forced to obtain
          additional financing, either from our initial stockholders or from third
          parties, if we want to pursue a new business combination transaction. We
          may not
          be able to obtain additional financing, and our initial stockholders are
          not
          obligated to provide any additional financing to us. If we are unable to
          obtain
          additional financing, we will be forced to liquidate. In the event of a
          liquidation, the actual per-share liquidation price could be less than
          $7.92 per
          share, the redemption value at September 30, 2007 (including interest earned
          on
          the trust account through that date). Our chief executive officer and chief
          financial officer have personally agreed, pursuant to letter agreement
          with us
          and the representative in our initial public offering, 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 from the trust account.
          We
          cannot assure you, however, that our chief executive officer and chief
          financial
          officer will be able to satisfy those obligations.
   **Item
          3.** **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 believe that we are not currently deemed to be an investment
          company
          under the Investment Company Act.
  The
          share
          purchase agreements with the SMC Group require us to pay a fixed amount in
          Indian rupees for the 14.90% ownership interest we seek to acquire in SMC
          and
          SAM. Between October 1, 2006 and October 26, 2007, the noon buying rate
          of the
          Federal Reserve Bank of New York has fluctuated from a high of 45.97 rupees
          per
          dollar on October 2, 2006 to a low of 38.48 rupees per dollar on October
          9,
          2007. Should the Indian rupee gain further in value against the U.S. dollar
          between now and the closing of the transactions, our purchase of the ownership
          interest would become more expensive for us than we might have anticipated
          when
          entering into the agreement, which could adversely affect our financial
          position.
   –
13
              –
 Thus,
          we
          are subject to market risk primarily through the effect of changes in interest
          rates on government securities and any fluctuation in the foreign exchange
          rates
          that would increase the cost of the share purchase transactions.
   **Item
          4.** **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 Securities Exchange Act of 1934) 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 September 30, 2007.
  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
          September 30, 2007 that has materially affected, or is reasonably likely
          to
          materially affect, our internal control over financial reporting.
                 –
14
              –
 **PART
          II – OTHER INFORMATION**
  **Item
          1.** **Legal
          Proceedings**
  We
          are
          not a party to any pending legal proceedings.
  **Item
          1A. Risk Factors**
  *An
            investment in our securities involves a high degree of risk.  You
            should carefully consider all of the material risks described below,
            together
            with the other information contained in this document and our annual
            report on
            Form 10-K for the year ended December 31, 2006, including our financial
            statements and related notes.  If any of the following risks
            materialize, our business, results of operations and  financial
            condition could materially suffer, the trading price of our securities
            could
            decline, and you may lose all or part of your investment.*
  **Risks
            related to the proposed purchase of a minority interest in the SMC
            Group**
  ***As
            an investment company under the Investment Company Act, we will not be
            able to
            continue our business as currently contemplated because we will be subject
            to
            restrictions on our capital structure and our ability to engage in future
            transactions such as mergers or buyouts.In addition, if we do not obtain
            exemptive relief from the SEC  from Section 12(d)(3) of the Act, we
            will not be able to consummate the proposed transactions and we will
            need to
            find and enter into an agreement with another target company by January
            2008 or
            face dissolution.***
  Upon
            registration as an investment
            company, we will be subject to the Investment Company Act of 1940 (the
            1940 Act)
            and the related rules, which contain detailed requirements for the organization
            and operation of investment companies.Among other things, the 1940 Act
            and the
            rules thereunder impose restrictions on the nature of our investments,
            limit or
            prohibit transactions with affiliates, impose limitations on the issuance
            of
            debt and equity securities, generally prohibit the issuance of options,
            impose
            governance requirements, limit permissible borrowings and impose other
            restrictions on capital structure, require assets to be placed with an
            approved
            custodian, and place limitations on our ability to engage in future transactions
            such as mergers or buyouts, and to compensate key employees. We will
            be required
            to have a board of directors comprised of at least 40% disinterested
            directors,
            that among other responsibilities will hire officers, review and approve
            various
            policies, transactions and agreements, and hire auditors. In addition,
            we will
            provide shareholder reports on a semi-annual basis pursuant to the 1940
            Act and
            will no longer file quarterly reports on Form 10-Q, as we currently
            do.  We intend, however, to file or furnish unaudited financial
            statements of SMC and SAM on a quarterly basis.
  Furthermore,
            we have submitted an application requesting an exemption from the provisions
            of
            Section 12(d)(3) of the 1940 Act from the SEC.  Section 12(d)(3)
            prohibits an investment company from investing in issuers that engage
            in
            securities-related activities, which include activities as a broker,
            a dealer or
            an underwriter.  An exemption from the general prohibition permits an
            investment company to acquire any security of an issuer that derives
            more than
            15 percent of its gross revenues from securities-related activities,
            if
            immediately after the acquisition, the investment company has not invested
            more
            than 5 percent of the value of its total assets in securities of that
            issuer and
            does not own more than 5 percent of the outstanding securities of that
            class of
            the issuer’s equity securities.  The SMC Group’s activities include
            securities brokerage, commodities brokerage, mutual fund distribution
            and
            insurance brokerage, among others, and the SMC Group derives more than
            15
            percent of its gross revenues from related securities
            activities.  Because of the foregoing and the fact that we intend to
            invest all or substantially all of our assets in the SMC Group, we will
            not be
            able to consummate the proposed transactions unless the SEC permits us
            to do so
            pursuant to an exemptive order, for which we have applied but which has
            not yet
            been approved.  There can be no assurance that the SEC will grant the
            requested relief.  If the SEC does not grant the requested relief, we
            will have to enter into an agreement, agreement in principle or letter
            of intent
            with another target company by January 20, 2008, or face
            dissolution.
  In
            addition, as a closed-end investment company, the market price of our
            common
            stock may be below the net asset value of our common stock. Net asset
            value per
            share is the value of all our assets, minus any liabilities, divided
            by the
            number of outstanding shares of common stock.  After completion of the
            proposed transactions, all or substantially all of our assets will be
            comprised
            of our investments in the equity shares of SMC and SAM, which are listed
            on the
            New Delhi stock exchange and Gauhati stock exchange, respectively, but
            are not
            traded.  Therefore, we will not be able to use market quotations to
            determine the value of such equity shares, which may make selling those
            shares
            at an appropriate price more difficult.
  ***If
            one or more of our stockholders initiates a lawsuit against us alleging
            that the
            transactions are inconsistent with the disclosure in the prospectus relating
            to
            our initial public offering, we may be obligated to repurchase shares
            sold in
            our IPO or to pay damages.***
  In
            the prospectus included in the
            registration statement we filed in connection with our initial public
            offering
            (File No. 333-133189), we stated that Millennium was formed for the purpose
            of
            effecting “a merger, capital stock exchange, asset acquisition or other similar
            transaction with one or more businesses that have operations in
            India.”  The prospectus also referred to the potential business
            combination transaction as an “acquisition “ of an “operating business with
            primary operating activities in India.”  While our prospectus
            contemplated a variety of methodologies for consummating the business
            combination and did not exclude the possibility of acquiring an ownership
            interest of less than 50.1% in a target business, an investor may understand
            the
            term “acquisition” to mean the acquisition of a controlling interest in a target
            business.  If the share purchase transactions are consummated, we will
            be acquiring only a 14.9% interest in SMC and SAM.  In addition, our
            prospectus stated that our board would not propose or seek stockholder
            approval
            of amendments to certain core provisions of our certificate of incorporation
            relating to the business combination.  Our board is seeking to amend
            the definition of the term “acquisition” to clarify that the term also includes
            the purchase of a minority interest in an operating business.
  If
            one or more of our stockholders
            claim that our registration statement included an untrue statement of
            a material
            fact or omitted to state a material fact required to be stated therein
            or
            necessary to make the statements therein not misleading, and decide to
            initiate
            a lawsuit against us on those grounds, we intend to defend ourselves
            vigorously.  If the stockholders are victorious in this litigation, we
            may be required to pay damages to them or to repurchase the shares we
            sold in
            our IPO at the original sale price, plus statutory interest from the
            date of
            sale. Furthermore, irrespective of the outcome of such litigation, we
            may incur
            significant legal expenses in defending the lawsuit and our management’s
            attention may be diverted as a result of the suit.
 –
15
                –
 ***Our
            current executive officers and directors own shares of common stock and
            warrants
            that will be worthless if the share purchase transactions are not
            consummated--interests that may have influenced their decision to recommend
            to
            the shareholders approval of the share purchase
            proposals.***
 
 When
            our investors consider our board
            of directors’ recommendation to approve the share purchase
            transactions, they should keep in mind that Millennium’s executive
            officers, directors and affiliates have interests in the transactions
            that are
            different from, or in addition to, your interests as a
            stockholder.  These interests may have influenced our directors’
motivation in recommending that Millennium shareholders approve the
            transactions.  In particular, if the proposals are rejected and
            Millennium is unable to enter into a Letter of Intent or an agreement
            in
            principle with another target business by January 20, 2008, Millennium
            will be
            required to liquidate.  In that event, the shares of our common stock
            held by Millennium’s officers and directors and their affiliates immediately
            prior to our IPO will expire worthless because holders of those shares
            are not
            entitled to receive any liquidation proceeds with respect to such shares.In
            addition to the shares they purchased prior to the IPO, Millennium’s officers
            and directors and their affiliates purchased warrants, which differ from
            publicly-held warrants in several respects, including in the respect
            that
            holders of non-publicly-held warrants are not entitled to receive liquidation
            proceeds with respect to the shares of common stock underlying those
            warrants.
  ***Our
            stockholders may be held liable for claims by third parties against us
            to the
            extent of distributions received by them.***
  If
            we are
            unable to obtain SEC exemptive relief and shareholder approval of the
            share
            purchase transactions by January 20, 2008 and have not entered into an
            agreement, agreement in principle or letter of intent with another target
            business by that date, our board of directors 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 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, net of taxes
            payable.  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, 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 would
            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. Accordingly, we would be required to
            provide for
            any creditors known to us at that time or claims that we believe could
            be
            potentially brought against us within the subsequent 10 years prior to
            distributing the funds held in the trust to stockholders.We cannot assure
            you
            that we will properly assess all claims that may be potentially brought
            against
            us.  As such, our stockholders could be liable for any claims to the
            extent of distributions received by them in a dissolution (but no more)
            and any
            liability of our stockholders may extend well beyond the third anniversary
            of
            such dissolution.
  Additionally,
            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 or to the extent the proceeds deposited in the trust account
            become subject to the claims of other creditors that have higher priority
            than
            the claims of our public stockholders, we cannot assure you we will be
            able to
            return to our public stockholders at least $7.88 per share, the redemption
            value
            at June 30, 2007 (including interest earned on the trust account through
            that
            date).
  ***We
            may not have sufficient capital to permit us to exercise the options
            with
            respect to the issuance of SMC and SAM Global Depositary Receipts in
            full or in
            part.***
  Taking
            into account our proposed purchase of the 14.90% equity interest in SMC
            and SAM
            and the estimated fees and expenses in connection therewith, our expected
            post-transaction capital levels may be insufficient to permit us to exercise
            the
            options with respect to the issuance of SMC and SAM Global Depositary
            Receipts
            (GDRs) in full or in part (depending on the number of shares converted
            and the
            value of the Indian rupee against the U.S. dollar).  As we do not
            currently intend to enter into any financing in connection with such
            option
            exercise, we would only subscribe to that number of GDRs we would be
            able to
            purchase given our then-available capital.
  ***There
            can be no assurances that SMC, SAM and we will obtain the necessary regulatory
            approvals to permit us to exercise our options with respect to the issuance
            of
            SMC and SAM Global Depositary Receipts or to obtain ownership of the
            Global
            Depositary Receipts. If we do not obtain these approvals, we will be
            unable to
            obtain the additional interest in SMC and SAM  through purchase of
            GDRs.***
  The
            option agreements with SMC and SAM and their respective promoters grant
            us
            options to require SMC or SAM, as the case may be, to initiate regulatory
            approval proceedings that would permit it to issue Global Depositary
            Receipts
            (GDRs).  In that issuance, we are entitled to subscribe to that number
            of GDRs, as would provide us, on conversion of the GDRs into equity shares,
            with
            up to an additional 6% of the equity share capital of SMC or SAM, as
            the case
            may be.  There can be no assurances that the relevant regulatory
            authorities in India or elsewhere will approve SMC’s or SAM’s issuance of GDRs
            or our investment in the GDRs.  If we do not obtain these approvals,
            we will be unable to obtain an additional interest in SMC and
            SAM  through purchase of GDRs.
  ***The
            SMC Group’s promoters will possess significant influence over virtually all
            matters requiring the approval of SMC Group shareholders, which will
            make it
            difficult for Millennium  to have any meaningful say in the outcome of
            shareholder votes.***
  Mr.
            S.C.
            Aggarwal and Mr. M.C. Gupta are the promoters of SMC and currently own
            an
            aggregate of  26.11% of SMC’s shares.  Mr. Ajay Garg, SMC,
            and SMC Share Brokers Ltd. are the promoters of SAM and currently own
            an
            aggregate of 20.9% of SAM’s shares.
  –
16
                –
 Upon
            the
            expiration of those provisions of the shareholders agreement (to be executed
            in
            conjunction with the share purchase transactions) that will afford our
            designee upon the SMC Group’s Board of Directors the ability to effectively veto
            most transactions out of its ordinary course of business, SMC’s promoter group
            will hold 45% of SMC’s shares and SAM’s promoter group will hold 60% of SAM’s
            shares (applying the relative ownership percentages expected to be in
            place
            immediately following the share purchase transactions).  As a result
            of this high ownership percentage, the promoter group will possess significant
            influence over virtually all matters requiring the approval of a shareholder
            vote, which will make it difficult for Millennium  to have any
            meaningful say in the outcome of shareholder votes.
  ***We
            are required by Indian law to hold our equity interest in the SMC Group
            for a
            period of one year and may sell our shares only after first offering
            them to the
            SMC Group’s principals, which means that we may be forced to retain our shares
            in situations where we would otherwise have opted for disposing of
            them.***
  Indian
            law requires us to hold our interest in the SMC Group for a period of
            one year
            and the shareholders agreement we expect to enter into will require us
            to offer
            the shares first to the principals of the SMC Group, who will have a
            thirty day
            right of first refusal to acquire such shares at our proposed sale
            price.  Both of those requirements limit and delay our ability to sell
            any of the SMC Group’s shares, which could cause us to miss an opportunity to
            sell them at a price favorable to us.  It should be noted that the
            principals’ right of first refusal will not be exercisable without our obtaining
            exemptive relief from the Securities and Exchange Commission (SEC).
  ***At
            closing, we are required to deliver the purchase price for our interest
            in SMC
            and SAM in Indian rupees, which means that we face the risk of adverse
            foreign
            exchange movements of the rupee against the U.S. dollar in the
            meantime.***
  The
            share
            purchase agreements require us to pay a fixed amount in Indian rupees
            for the
            14.90% ownership interest we seek to acquire in SMC and SAM.  Between
            October 1, 2006 and October 26, 2007, the noon buying rate of the Federal
            Reserve Bank of New York has fluctuated from a high of 45.97 rupees per
            dollar
            on October 2, 2006 to a low of 38.48 rupees per dollar on October 9,
            2007.Should
            the Indian rupee gain further in value against the U.S. dollar between
            now and
            the closing of the transactions, our purchase of the ownership interest
            would
            become more expensive for us than we might have anticipated when entering
            into
            the agreement, which could adversely affect our financial position.
  **Risks
            related to the SMC Group’s industry**
  ***Market
            downturns or disruptions resulting in reduced trading activity may harm
            the SMC
            Group’s results of operations and reduce its
            profitability.***
  The
            SMC
            Group’s results of operations will be affected by national and global economic
            and political conditions, broad trends in business and finance, fluctuations
            in
            the prices of equities, commodities and derivatives and other factors
            that
            affect the trading volumes in these financial instruments in India and
            the level
            of interest in Indian business development.  Low levels of trading
            volume, particularly in equities, will harm the SMC Group’s profitability
            because of its high level of fixed costs.  Highly volatile markets
            furthermore increase the risk of bad debts.  Recent increases in
            foreign investment in Indian equities have caused a rapid appreciation
            of Indian
            stock market indices and increased the risk of a “market bubble,” i.e., the
            overvaluation of stock.  If stocks are overvalued, or if investors
            generally perceive them to be overvalued, stock prices could decline,
            leading
            investors to move their capital out of the equities markets.  This
            would have a detrimental effect on stock brokers and other intermediaries,
            such
            as the SMC Group.  Revenues derived from equity transactions during
            the years ended March 31, 2007, 2006 and 2005 accounted for approximately
            57%,
            58% and 54% of total revenues for the SMC Group.  A substantial
            portion of the balance of the revenues were derived from commodities
            and
            derivatives transactions. Since a material portion of SMC Group’s revenues are
            derived from equity, commodities and derivatives transactions, any change
            in
            either the existing commission rates relating to these transactions or
            the
            volume of trading in equity, commodities or derivatives could have a
            material
            impact on the profitability of the SMC Group.
  ***The
            SMC Group operates in a highly-regulated industry.  New rules or
            changes in the rules promulgated by the regulatory authorities supervising
            the
            SMC Group’s activities and changes in the interpretation or enforcement of
            existing laws and rules may adversely impact the SMC Group’s business, financial
            condition and results of operations.***
  The
            SMC
            Group operates in a highly-regulated industry.  Its operations are
            regulated by the Securities and Exchange Board of India (SEBI), the exchanges
            of
            which it is a member, the Association of Mutual Funds in India (AMFI),
            the
            Insurance Regulatory and Development Authority (IRDA) and the Forward
            Market
            Commission (FMC).
  The
            SMC
            Group’s ability to comply with applicable laws and rules is largely dependent
            on
            its internal compliance procedures, as well as on its ability to attract
            and
            retain qualified compliance personnel.  Noncompliance may subject SMC
            to penalties, fines and the risk of civil litigation, which could have
            a
            material adverse effect on its financial condition and results of
            operations.
  The
            SMC
            Group’s activities and profitability may also be affected by changes in its
            regulatory environment when the legislature or regulatory authorities
            pass new
            laws or rules or the interpretation or enforcement of existing laws and
            rules
            changes.  Any of these actions can raise the group’s compliance burden
            by requiring it to spend resources to adapt to the new
            environment.  This can have a material adverse effect on the SMC
            Group’s financial condition and results of operations.
  –
17
                –
 ***Indian
            financial services providers are dependent on regulatory approvals and
            licenses
            in conducting their business and the SMC Group may lose or be unable
            to renew
            valuable licenses.***
  The
            SMC
            Group’s securities brokerage, commodities brokerage, mutual fund distribution,
            and insurance brokerage activities are licensed by numerous agencies,
            including
            the SEBI, the AMFI and the IRDA.  If any one or more of its licenses
            is revoked for breach or violation of any condition on which the license
            depended or the SMC Group is unable for any reason to renew a license,
            it may be
            forced to cease operating in the affected business line until its licensed
            status is reinstituted.  As a result, the SMC Group’s revenues are
            likely to fall.  The SMC Group is currently awaiting a license from
            SEBI to allow it to provide portfolio management services.  If it is
            unable to obtain this license, it will not be able to provide these services,
            which will mean that a significant component of its business plan will
            not be
            implemented.
  ***India’s
            financial services industry is highly competitive.***
  The
            SMC
            Group faces significant competition from companies seeking to attract
            clients’
financial assets, including traditional and online brokerage firms, mutual
            fund
            companies and institutional players, some of which have a broader distribution
            network, are better capitalized and have a stronger brand name than the
            SMC
            Group.  As the group enters new markets, such as the market for
            portfolio management services, margin funding and expanding its on-line
            trading
            activities, it will have to face competition from established
            companies.  The current trend towards consolidation in the financial
            services industry in India could further increase competition in all
            areas of
            the SMC Group’s business.  Inability to compete effectively in light
            of these increasing pressures may cause the SMC Group’s revenues to
            decline.
  ***Political,
            economic, social and other factors in India and its neighbor, Pakistan,
            may
            adversely affect the SMC Group’s operations and our ability to achieve our
            business objective.***
  Since
            mid-1991, the Indian government has been 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 in government may adversely affect Indian laws and policies with
            respect
            to foreign investment and currency exchange.  Furthermore, laws and
            policies affecting financial services companies, technology companies
            and other
            matters affecting investment in securities could also change.  Such
            changes in laws and economic policies could negatively affect the general
            business and economic conditions in India, which could in turn materially
            and
            adversely affect the SMC Group’s operations.
  India
            has
            experienced terrorist attacks in the recent past and 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 control the violence and disruption associated with these tensions,
            especially at a time when political conditions in Pakistan are uncertain,
            as
            they currently are, the results could destabilize the economy and, consequently,
            materially and adversely affect the SMC Group’s operations.
  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, materially and
            adversely affect the SMC Group’s operations and our ability to achieve our
            business objective.
  ***The
            Indian financial services sector is subject to extensive government regulations,
            including those that limit foreign ownership, which may adversely affect
            the
            Group’s operations and/or our ability to complete the share purchase or remain
            invested in the SMC Group.***
  The
            Indian government regulates foreign investments in the financial services
            sector
            by periodically reviewing and adjusting the permissible amount of foreign
            ownership.  There can be no guarantee that our management will be
            correct in its assessment of political and policy risk associated with
            investments in general and in particular in the financial services
            sector.  Any changes in policy could have an adverse impact on our
            ability to complete the share purchase and remain invested in the SMC
            Group.
  Foreign
            investment in Indian securities is regulated by the Foreign Exchange
            Management
            Act, 1999, as amended (FEMA), and the Foreign Exchange Management (Transfer
            or
            Issue of Security by a Person Resident Outside India) Regulations, 2000,
            pursuant to which the residents of India cannot undertake any transaction
            with
            persons outside India, sell, buy, lend or borrow foreign currency, issue
            or
            transfer securities to non-residents or acquire or dispose of any foreign
            security without the permission (general or special) of the RBI.In addition,
            foreign direct investments/investments by non-resident Indians in activities
            of
            non-bank financial companies (NBFCs) must comply with minimum capitalization
            requirements.
  In
            addition to these regulations governing foreign investment in India,
            the SMC
            Group is subject to a variety of other laws and regulations, particularly
            the
            Securities and Exchange Board of India Act, 1992 (SEBI Act) and rules,
            regulations and notifications framed thereunder, providing for
            the  the registration and regulation of various market intermediaries,
            including stock brokers, merchant bankers, portfolio managers and
            underwriters.  The relevant rules and regulations formulated by SEBI
            as well as other legislation governing the businesses of SMC Group are
            as
            follows:
  –
18
                –
 ·
                  Stock
                      brokerage activities are regulated by the SEBI (Stock-Brokers
                      and
                      Sub-Brokers) Regulations, 1992 (Stock Broking Regulations),
                      the Securities
                      Contract (Regulation) Act, 1956 (SCRA), the Securities Contracts
                      (Regulations) Rules, 1957 (SCRR) and the bye-laws of the stock
                      exchanges
                      of which the SMC Group is a member
                      (Bye-laws).
 
 -
                  The
                      Stock Broking Regulations govern the registration and functioning of
                      stock brokers, sub-brokers and the trading members of the stock
                      exchanges,
                      prescribing the criteria, standards and procedure for the registration
                      of
                      stock brokers, sub-brokers and persons seeking to be trading
                      members of
                      stock exchanges.  They also prescribe penalties for the failure
                      to comply with the regulations laid down by
                      SEBI.
 -
                  SCRA:
                      The SCRA empowers the Government of India and SEBI to make
                      and amend
                      rules, such as the SCRR.  The SCRA also empowers stock exchanges
                      recognized by SEBI to frame bye-laws to regulate the conduct
                      of their
                      members.
 -
                  SCRR:
                      The SCRR, among other things, regulates the conditions of eligibility
                      for
                      a stock broker to be admitted to membership of a stock
                      exchange.
 -
                  Bye-laws:
                      The stock brokerage business of the SMC Group is also regulated
                      by the
                      rules, regulations and bye-laws of the stock exchanges where
                      it is
                      registered as a trading member, i.e., the National Stock Exchange
                      of India
                      and the Bombay Stock Exchange.  The regulations of the NSE and
                      BSE contain requirements concerning the ownership of promoters,
                      settlement
                      processes, net worth and reporting.
 
 ·
                  Depositary
                      participant activities are governed by the Securities and Exchange
                      Board
                      of India (Depositories and Participant) Regulations, 1996 (DP
                      Regulations), which provide for the registration of depository
                      participants, minimum net worth requirement, rights and obligations
                      of
                      depository participants, systems and procedures, connectivity
                      with the
                      depository, maintenance of records and the appointment of compliance
                      officers.  Contravention of DP Regulations will be penalized in
                      accordance with the Securities and Exchange Board of India
                      (Procedure for
                      Holding Enquiry by Enquiry Officer and Imposing Penalty) Regulations,
                      2002.
 ·
                  Merchant
                      banking activities are governed by the Securities and Exchange
                      Board of
                      India (Merchant Bankers) Regulations, 1992 (Merchant Bankers
                      Regulations),
                      which include procedures for the registration of merchant bankers,
                      capital
                      adequacy requirements, code of conduct, maintenance of books
                      of accounts
                      and records, reporting requirement, responsibilities of lead
                      managers,
                      underwriting obligations, appointment of compliance officer
                      and liability
                      for action in case of default.
 
 ·
                  Commodities
                      brokerage activities are governed by the Forward Contracts
                      (Regulation)
                      Act, 1952 (FCRA). The FCRA provides for the regulation of matters
                      relating
                      to forward contracts, the prohibition of options in goods and
                      for matters
                      connected therewith.The Forward Markets Commission is the regulatory
                      body
                      for the commodity market in India. It is the equivalent of
                      the SEBI, which
                      protects the interests of investors in securities.  Commodity
                      derivatives are traded on the National Commodity and Derivative
                      Exchange
                      (“NCDEX”) and the Multi-Commodity Exchange (MCX). Membership of NCDEX
                      and
                      MCX is governed by their respective rules, regulations and
                      bye-laws which
                      broadly provide for eligibility criteria, net worth requirements,
                      conduct
                      of business by trading members, trading system, procedure and
                      manner of
                      clearing and settlement and reporting
                      requirements.
 
 If
            the
            relevant Indian authorities find us or the SMC Group 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.
 
 Any
            of
            these actions could lead the SMC Group or us to incur significant expenses
            in
            connection with complying with the authorities’ requests, which may materially
            and adversely affect our financial condition and results of
            operations.
   –
19
                –
 ***Foreign
            currency fluctuations could adversely affect our ability to achieve our
            business
            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.  Between October 1, 2006 and October 26, 2007, the noon buying
            rate of the Federal Reserve Bank of New York has fluctuated from a high
            of 45.97
            rupees per dollar on October 2, 2006 to a low of 38.48 rupees per dollar
            on
            October 9, 2007.  As the U.S. dollar declines in value against the
            Indian rupee, our purchase of the equity interest in the SMC Group will
            become
            more expensive in U.S. dollar terms 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 the transaction.
  ***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.
 
 ***If
            political relations between the U.S. and India weaken, it could make
            the SMC
            Group’s 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 our investment in the SMC Group
            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 the share purchase transactions
            have been completed.
  **Risks
            related to the SMC Group’s operations**
  ***The
            SMC Group is highly dependent on its promoters for financing and management
            support. Their withdrawal of support could materially reduce the SMC
            Group’s
            revenues and profits and could have a material adverse effect on the
            Group’s
            financial condition.***
  The
            promoters of SMC are Mr. Subhash Chand Aggarwal and Mr. Mahesh Chand
            Gupta.  The promoters of SAM are SMC, SMC Share Brokers Limited and
            Mr. Ajay Garg.  Historically, the SMC Group has been highly dependent
            on its promoters for its capital requirements and management.  As a
            result of the financial resources of the promoter group, the SMC Group
            does not
            carry any long-term debt on its balance sheet.  Furthermore, most of
            the promoters are actively engaged in the management of the SMC Group
            entities.  While we believe that none of the promoters have business
            interests that are different from those of the SMC Group and none of
            them are
            known to be withdrawing their support from the Group, none of the promoters
            are
            under any obligation to continue to support the SMC Group.  Their
            withdrawal of support, either in terms of resources or management or
            both, could
            materially reduce the SMC Group’s revenues and profits and could have a material
            adverse effect on its financial condition.
  ***The
            SMC Group is dependent on systems and operational availability and faces
            a risk
            of system failure that may result in reduced traffic, reduced revenues
            and
            profits and harm to its reputation.***
  The
            SMC
            Group is dependent on its technology systems to perform the critical
            function of
            gathering, processing and communicating information efficiently, securely
            and
            without interruptions.  It could face business risk due to failures in
            the control processes or technology systems that could constrain its
            ability to
            manage its business.  Its success depends, in part, on its ability to
            make timely enhancements and additions to its technology in anticipation
            of
            client demands.  Rapid increases in client demand may strain the SMC
            Group’s ability to enhance its technology and expand its operating
            capacity.  To the extent the SMC Group experiences system
            interruptions, errors or downtime (which could be caused by a variety
            of
            factors, including changes in client use patterns, technological failure,
            changes to systems, linkages with third-party systems, and power failures),
            its
            business and operations could be materially and adversely impacted.
  ***Security
            breaches could damage the SMC Group’s reputation and expose it to
            liability.***
  Since
            the
            SMC Group retains confidential client information in its database, its
            facilities and infrastructure must remain secure.  Despite the
            implementation of security measures, the SMC Group’s infrastructure may be
            vulnerable to physical break-ins, computer viruses, programming errors
            or
            similar disruptions.  If the SMC Group’s security measures are
            circumvented, the security of confidential and propriety information
            stored on
            its systems could be jeopardized and its operations could be
            interrupted.  A material security breach could damage the SMC Group’s
            reputation and expose it to liability.  Since the SMC Group does not
            carry insurance that protects it from this type of loss, its business,
            revenues
            and profits may be materially and adversely affected by a material security
            breach.
  –
20
                –
 ***If
            the SMC Group is unable to manage the rapid growth required by its business
            strategy, its revenues and profits may be lower than
            expected.***
  The
            SMC
            Group is currently experiencing a period of significant growth and plans
            to use
            the proceeds from our acquisition of equity interest to accelerate that
            growth.  Between 2004 and 2007, its revenues and net income increased
            by 271% and 1,016%, respectively.  During that period, the SMC Group’s
            number of employees grew 367%, while the number of independent financial
            advisors rose by 218%.  It currently anticipates hiring an additional
            1,000 employees during the current fiscal year.  This growth has
            placed, and the future growth the SMC Group anticipates, will continue
            to place,
            a significant strain on its managerial, operational, financial and technology
            resources.  As part of this growth, the SMC Group will have to
            implement new operational and financial systems and procedures and controls,
            expand its office facilities, train and manage its employee base and
            maintain
            close coordination among its technical, accounting, finance, marketing,
            sales
            and editorial staffs.
  If
            the
            SMC Group is unable to manage its growth effectively, it will be unable
            to
            implement its growth strategy, which would be detrimental to its long-term
            business outlook and may cause the Group’s revenue and profitability in future
            periods to fall short of the Group’s projections, including the projections
            disclosed in “Management’s Discussion and Analysis of Financial Condition and
            Results of Operations of the SMC Group — Projected Financial Results for the
            Combined SMC Group.”
  ***The
            SMC Group’s rapid growth may require additional financing, which it might not be
            able to procure or procure on favorable terms.  Any future equity
            offerings by the SMC Group may lead to dilution of our equity
            interest.***
  The
            SMC
            Group’s growth is dependent on having a strong balance sheet to support its
            activities.  It may need to raise additional capital from time to
            time, dependent on business conditions and it may not be able to procure
            such
            additional funds, or at least not on favorable terms, due to factors
            beyond its
            control.  Factors that would require the SMC Group to raise additional
            capital could be business growth beyond what the current balance sheet
            can
            sustain, additional capital requirements imposed due to changes in regulatory
            regime or new guidelines or significant depletion in its existing capital
            base
            due to unusual operating losses.  Any new issue of equity or
            convertible securities would dilute existing shareholders, including
            us, and
            such issuance may not be done at terms and conditions favorable to us
            or the SMC
            Group.  Likewise, any debt financing that the SMC Group may decide to
            pursue in the future may not be entered into on terms and conditions
            favorable
            to the SMC Group.
  ***The
            SMC Group may be unable to make desirable acquisitions or to integrate
            successfully any businesses it acquires.***
  The
            SMC
            Group’s strategy includes the search for suitable acquisition targets that
            it
            believes are a strategic fit with its business.  If the SMC Group
            acquires another company, it may not be able successfully to integrate
            any
            businesses, products, technologies or personnel of that company
            without  significant expenditure of managerial, operational and
            financial resources, and it may fail to realize the anticipated benefits
            of
            certain acquisitions.  Acquisitions may  strain its
            managerial and operational resources, as the challenge of managing new
            operations may divert its staff from monitoring and improving the SMC
            Group’s
            existing operations.  They may also burden the SMC Group’s financial
            resources, as the group may have to incur substantial debt to finance
            the
            acquisition.  All of these factors could materially and adversely
            affect the SMC Group’s financial condition and results of
            operations.  Finally, future acquisitions could dilute our
            shareholders’ interest in the SMC Group, if the group decides to finance the
            acquisition in whole or in part with the issuance of equity.
  ***The
            SMC Group’s business is dependent on relationships formed by its relationship
            managers with its clients; any events that harm these relationships,
            including
            the loss of its relationship managers, may lead to a decline in its revenues
            and
            profits.***
  The
            SMC
            Group’s business is dependent on the team of relationship managers who directly
            manage client relationships.  The SMC Group believes that relationship
            managers servicing specific clients leads to long-term client relationships,
            a
            trust-based business environment and over time, better cross-selling
            opportunities.  While no relationship manager or operating group of
            relationship managers contributes a meaningful percentage of the business,
            the
            SMC Group’s revenues and profits may materially decline if a substantial number
            of relationship managers either become ineffective or leave the
            organization.
  ***The
            SMC Group depends on its management team and the loss of team members
            may
            adversely affect its revenues and profits.***
  The
            SMC
            Group believes that it has a strong team of professionals to oversee
            the
            operations and growth of its businesses.  If one or more members of
            its management team are unable or unwilling to continue in their present
            positions, such persons would be difficult to replace and the SMC Group’s
            revenues and profits could decline or fail to grow at the rate projected
            by the
            Group.  The SMC Group may lose its key management team to its clients
            or competitors.  For details on its management, please refer to the
            section “Management of SMC Group.”
  ***The
            SMC Group faces risks attributable to derivatives trading by clients
            and its
            risk management policies may be inadequate to deal with these
            risks.***
  The
            SMC
            Group offers derivatives brokerage services.  Since some derivative
            instruments involve leveraged positions on the underlying assets, they
            involve a
            higher degree of risk, both for investors and for market intermediaries,
            than do
            traditional financial instruments, such as stocks or bonds.  The SMC
            Group may face financial losses if it fails adequately to manage the
            risk
            created by its clients’ trading in derivative instruments.
  –
21
                –
 ***The
            SMC Group’s plans to provide margin funding will expose it to new risks that
            clients may not honor their commitments, which would affect the SMC Group’s
            results of operations.***
  The
            SMC
            Group plans to provide margin funding to its clients.  The SMC Group
            expects to require clients to deposit a minimum initial margin, and if
            the
            client is not able to pay the balance amount to the SMC Group before
            the pay-in
            date of the exchange for the relevant transaction, the SMC Group expects,
            in
            line with market practice, to extend significant credit to clients at
            market
            interest rates for the purchase of shares.  In case of highly volatile
            markets or adverse movements in share prices, it is possible that the
            group’s
            clients may not honor their commitments, which may result in losses for
            the SMC
            Group.  During periods of rapidly declining markets in which the value
            of the collateral held by the SMC Group could fall below the amount of
            a
            customer’s indebtedness, may also result in losses for the SMC
            Group.
  Furthermore,
            the SMC Group has not had any prior experience with margin funding and
            its risk
            management procedures (such as pre-determined margin call or collateral
            liquidation thresholds) may be inadequate to guard against material
            losses.
  ***The
            SMC Group is materially dependent on the continued acceptance and growth
            of
            electronic commerce and online trading in India, which is uncertain and,
            to a
            large extent, beyond its control. If the SMC Group does not realize the
            expected
            benefits from its investment in electronic commerce and online trading,
            it could
            suffer from a decline in profits.***
  Electronic
            commerce and online trading in India is still in its
            infancy.  Currently more than two million Indian residents trade
            online (out of a population of 1.1 billion).  In addition, many Indian
            consumers have deferred transacting online for a number of reasons, including
            the existence or perception of, among other things:
  ·
                  limited
                      access to the internet for most Indian
                      consumers;
 
 ·
                  absence
                      of a fully functional and secure electronic payment gateway;
                      and
 
 ·
                  perceived
                      lack of security of commercial data such as credit card
                      number.
 
 If
            usage
            of the internet in India for electronic commerce does not substantially
            increase
            and network infrastructures in India are not further developed, the SMC
            Group
            will not realize the expected benefits from its investment in the development
            of
            electronic commerce and online trading products and services, which could
            negatively affect the Group’s profitability.
 
 ***The
            success of the SMC Group’s online brokerage business depends on its
            relationships with India’s internet-enabled banks that also compete with
            it.***
 
 For
            its
            online trading business to be successful, its clients must be able easily
            and
            quickly to execute online funds transfers to the SMC Group from their
            bank
            accounts to pay for purchases of stock.  Online brokerages in other
            countries, such as the United States, require their customers to maintain
            cash
            deposit accounts with them, and funds are automatically withdrawn from
            these
            accounts to settle the customers’ stock purchases.  Since Indian
            banking regulations do no allow securities brokers to pay interest on
            client
            deposit accounts, and clients are generally unwilling to forego interest
            payments on their deposits, they generally prefer to keep their cash
            accounts
            with a commercial bank until the funds are needed to execute a stock
            trade.  To minimize its credit risk, the SMC Group will not execute
            cash stock purchases for its clients until they have transferred the
            requisite
            funds into one of its deposit accounts.
 
 The
            ability to quickly and easily transfer funds to and from its clients’ bank
            accounts requires that the SMC Group maintain good relationships with
            those
            banks, some of which also compete with the SMC Group. If the SMC Group
            is unable
            to maintain these relationships, its online trading revenues will suffer
            and its
            results of operations may be materially and adversely affected.
 
 ***The
            SMC Group’s financial condition and results of operations may suffer if it is
            unable to maintain an appropriate balance between its regional offices
            and
            independent financial advisors.***
 
 The
            SMC
            Group operates through a network of owned regional offices and offices
            maintained by independent financial advisors and strives to maintain
            an
            appropriate balance between both.  Failure to maintain this balance
            gives rise to the following risks:
 
 ***Regional
            Offices***
 
 The
            SMC
            Group currently has approximately 1,100 employees working in eight regional
            offices in addition to its New Delhi headquarters.  It plans to expand
            its network of regional offices to 15 offices over the following two
            years.  Given the number and geographical dispersion of its regional
            offices, the SMC Group may not be able effectively to monitor or supervise
            their
            operations, which may result in higher incidents of compliance breaches
            among
            its employees in those offices.
 
 Evaluating
            proposed office sites and setting up offices requires financial and human
            capital.  In case a regional office turns out to be unprofitable, the
            SMC Group may have to close down the office.  Future office shutdowns
            may cause the SMC Group not to be able to recover the capital investment
            in
            those offices and could materially and  adversely affect the SMC
            Group’s financial condition and results of operations.
 
 –
22
                –
 ***Independent
            financial advisors***
 
 The
            SMC
            Group currently has approximately 6,000 independent financial
            advisors.  While independent financial advisors work under the overall
            supervision of the SMC Group as per its policies and share in its revenues,
            they
            are typically independent entrepreneurs and not employees of the
            group.  The risk that they engage in undesirable trade or market
            practices is therefore higher than for the SMC Group’s
            employees.  Business associates might act on conflicts of interest in
            a manner that is not in the interest of the SMC Group, such as when they
            sell
            financial products of one of its competitors.  Any of these practices
            could result in a loss of reputation and business for the SMC Group,
            which could
            lead to a material decline in revenues and profits.
 
 ***The
            SMC Group’s plans to expand outside of India and is exposed to various risks as
            a result, including the risk that it may not obtain, or not in a timely
            manner,
            requisite approvals from foreign governments.***
  The
            SMC
            Group has recently opened an office in Dubai and plans to open offices
            in New
            York, London, Singapore and Hong  Kong.  The SMC Group does
            not have significant prior experience in establishing and operating offices
            outside of India.  In order to establish and operate these offices,
            the SMC Group would require clearance and approvals from the relevant
            regulatory
            authorities.  If the SMC Group does not receive the requisite
            clearance or approvals, or does not receive them in a timely manner,
            its
            business plan, financial condition and revenues and profits may be materially
            and adversely affected.  Establishing and/or operating in foreign
            jurisdictions will also impose new compliance requirements on the SMC
            Group,
            which will increase expenses and could materially reduce profits.  The
            SMC Group would also be exposed to currency and political risks in those
            jurisdictions as well as the management risks inherent in expanding its
            operations outside of India.
 **Item
          2.** **Unregistered
          Sales of Equity Securities and Use of Proceeds.**
  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 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.
  **Item
          3.** **Defaults
          upon Senior Securities**
  Not
          applicable.
  **Item
          4.** **Submission
          of Matters to a Vote of the Security Holders**
  Not
          applicable.
  **Item
          5.** **Other
          Information**
  Not
          applicable.
  –
23
              –
 **Item
          6.** **Exhibits**
  (a) Exhibits.
  **Exhibit
                    Number**
                
                **Exhibit
                    Description**31.1
                
                Certification
                    by Principal Executive Officer pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 200231.2
                
                Certification
                    by Principal Financial Officer pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 200232.1
                
                Certification
                    by Principal Executive Officer and Principal Financial Officer
                    pursuant to
                    18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002
                  –
24
              –
 **SIGNATURES**
  Pursuant
          to the requirements 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.**By:
                /s/ F. Jacob
                  CherianF. Jacob
                    CherianPresident
                    and Chief Executive Officer(Principal
                    Executive Officer)
    By:
                /s/ Suhel
                  KanugaSuhel
                    KanugaExecutive
                    Vice President, Chief Financial Officer, Treasurer and
                    Secretary(Principal
                    Financial Officer)
  Date:      
            November 13, 2007
         –
25
              –