**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,
              2006






**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 46C**
              **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*
            Accelerated
                filer*
            Non-accelerated
                filerS


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 10, 2006, 9,062,500 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 Sheet**




**September 30,
      2006**


**(Unaudited)**





**ASSETS****Current
                Assets:**Cash
                and cash equivalents
            
            $
            190,175U.S.
                Government Securities held in Trust Fund (Note 1)
            
            
            56,875,896Total
                current assets
            
            
            57,066,071**OTHER
                ASSETS**
            
            
            14,917Total
                assets
            
            $
            57,080,988**LIABILITIES
                AND STOCKHOLDERS’ EQUITY****Current
                Liabilities:**Accounts
                payable and accrued expenses
            
            $
            77,454Income
                taxes payable
            
            
            34,000Accrued
                registration costs
            
            
            140,736Deferred
                underwriting fees (Note 4)
            
            
            1,557,500Total
                current liabilities
            
            
            1,809,690Common
                stock, subject to possible conversion to cash (1,449,275 shares at
                conversion value)
            
            
            11,326,834Value
                of private placement warrants, subject to possible rescission (Note
                6)
            
            
            2,250,000**Commitments**(Note
                4)**Stockholders’
                Equity**(Notes
                5 and 6):Preferred
                stock, par value $.0001 per share,5,000
                shares authorized, 0 shares issued
            
            
            —Common
                stock, par value $.0001 per share,45,000,000
                shares authorized, 7,613,225 sharesissued
                and outstanding
            
            
            761Additional
                paid-in-capital
            
            
            44,341,165Accumulated
                deficit
            
            
            (2,647,462
            )**Total
                stockholders’ equity**
            
            
            41,694,464**Total
                liabilities and stockholders’ equity**
            
            $
            57,080,988







See
      Accompanying Notes to Condensed Financial Statements





-
          2
          -


**Millennium
      India Acquisition Company Inc.**


**Condensed
      Statements of Operations**












For
                the three
              months
                ended
              September
                30, 2006
              (Unaudited)
            
            For
                the period from
              inception
              (March
                15, 2006) to
              September
                30, 2006
              (Unaudited)**Revenue:**Interest
                income
            
            $
            8,082
            
            $
            8,082Interest
                income on Trust Fund
            
            
            491,650
            
            
            491,650Total
                revenue
            
            $
            499,732
            
            $
            499,732**Operating
                expenses:**
              General
                and administrative expenses
            
            
            374,932
            
            
            412,645Charge
                related to sale of common stock (Note 5)
            
            
            —
            
            
            2,700,549Total
                operating expenses
            
            
            (374,932
            )
            
            (3,113,194
            )**Income****(loss)
                before provision for income taxes**
            
            
            124,800
            
            
            (2,613,462
            )**Provision
                for income taxes**
            
            
            34,000
            
            
            34,000**Net
                income****(loss)
                for the period**
            
            $
            90,800
            
            $
            (2,647,462
            )**Weighted
                average number of shares outstanding:**
              Basic
            
            
            7,235,734
            
            
            4,401,876Dilutive
            
            
            8,341,271
            
            
            4,401,876**Net****income
                (loss) per share:**
              Basic
            
            $
            0.01
            
            $
            (0.60
            )Dilutive
            
            $
            0.01
            
            $
            (0.60
            )














See
      Accompanying Notes to Condensed Financial Statements





-
          3
          -


**Millennium
      India Acquisition Company Inc.**


**Condensed
      Statement of Stockholders’ Equity**




**From
      inception (March 15, 2006) to September 30, 2006**


**(Unaudited)**









Common
                Stock
            
            Additional
            
            
            
            AccumulatedShares
            
            Amount
            
            Paid-In
                Capital
            
            Treasury
                Stock
            
            Deficit
            
            Total**Balance,
                March 15, 2006 (inception)**
            
            
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —Issuance
                of Common Stock to initial stockholders
            
            
            1,753,496
            
            
            175
            
            
            24,825
            
            
            —
            
            
            —
            
            
            25,000Issuance
                of Common Stock to initial stockholders
            
            
            371,504
            
            
            37
            
            
            2,704,512
            
            
            —
            
            
            —
            
            
            2,704,549Rescission
                of issuance of common stock to initial stockholders
            
            
            —
            
            
            —
            
            
            2,700,549
            
            
            (2,704,549
            )
            
            —
            
            
            (4,000
            )Cancellation
                of Common Stock to initial stockholders
            
            
            (371,504
            )
            
            (37
            )
            
            (2,704,512
            )
            
            2,704,549
            
            
            —
            
            
            —Issuance
                of 0.211865 to 1 common stock dividend
            
            
            371,504
            
            
            37
            
            
            (37
            )
            
            —
            
            
            —
            
            
            —Contribution
                of 312,500 shares of Common Stock by initial stockholders
            
            
            —
            
            
            —
            
            
            2,275,000
            
            
            (2,275,000
            )
            
            —
            
            
            —Cancellation
                of Common Stock from initial stockholders
            
            
            (312,500
            )
            
            (31
            )
            
            (2,274,969
            )
            
            2,275,000
            
            
            —
            
            
            —Proceeds
                from sale of underwriters’ purchase option
            
            
            —
            
            
            —
            
            
            100
            
            
            —
            
            
            —
            
            
            100Sale
                of 7,250,000 units through public offering net of underwriter’s discount
                and offering expenses and net of proceeds of $11,326,834 allocable
                to
                1,449,275 shares of common stock, subject to possible
                conversion
            
            
            5,800,725
            
            
            580
            
            
            41,615,697
            
            
            —
            
            
            —
            
            
            41,616,277Net
                loss for the period
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (2,647,462
            )
            
            (2,647,462
            )**Balance,
                September 30, 2006 (Unaudited)**
            
            
            7,613,225
            
            $
            761
            
            $
            44,341,165
            
            $
            —
            
            $
            (2,647,462
            )
            $
            41,694,464











See
      Accompanying Notes to Condensed Financial Statements




-
          4
          -


**Millennium
      India Acquisition Company Inc.**


**Condensed
      Statement of Cash Flows**


**(Unaudited)**





For
                the period
              from
                inception
              (March
                15, 2006) to
              September
                30, 2006
              (Unaudited)**OPERATING****ACTIVITIES**Net
                loss for the period
            
            $
            (2,647,462
            )Adjustment
                to reconcile net loss to net cash used in operating
                activities:
              Charge
                related to sale of common stock
            
            
            2,700,549Change
                in operating assets and liabilities:
              Accrued
                interest income on Trust Fund
            
            
            (213,396
            )Otherassets
            
            
            (14,917
            )Accounts
                payable and accrued expenses
            
            
            77,454Income
                taxes payable
            
            
            34,000**Net
                cash used in operating activities**
            
            
            (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
            
            
            4,000Recissionof
                issuanceof
                common stock to initial stockholders
            
            
            (4,000
            )Proceeds
                from notes payable to initial stockholders
            
            
            144,000Payment
                of notes payable to initial stockholders
            
            
            (144,000
            )Proceeds
                from issuance of warrants
            
            
            2,250,000Proceeds
                from sale of underwriter’s purchase option
            
            
            100Portion
                of net proceeds from sale of units through public offeringallocable
                to shares of common stock, subject to possible conversion
            
            
            11,326,834Net
                proceeds from sale of units through public offering allocable
                to:
              Stockholders’
                equity
            
            
            41,757,013Deferred
                underwriting fees
            
            
            1,557,500**Net
                cash provided by financing activities**
            
            
            56,916,447**Net
                increase in cash and cash equivalents**
            
            
            190,175**Cash
                and Cash Equivalents**
              Beginning
                of period
            
            
            —End
                of period
            
            $
            190,175**Supplemental
                disclosure of non-cash activity:**
              Fair
                value of underwriter purchase option included in offering
                costs
            
            $
            1,535,000Accrued
                registration costs
            
            $
            140,736Effect
                on paid-in capital of recission and cancellation of issuance of common
                stock to initial stockholders, net
            
            $
            (3,963
            )Effect
                on paid-in capital of contribution and cancellation of 312,500 shares
                of
                common stock to initial stockholders
            
            $
            31








See
      Accompanying Notes to Condensed Financial Statements




-
          5
          -
 **Millennium
          India Acquisition Company Inc.**
 **Notes
          to Condensed Financial Statements**
 **(Unaudited)**






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




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




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




Management
      has agreed that approximately $7.82 per Unit sold in the Offering will be held
      in a trust account (“Trust Account”) and invested in permitted United States
      government securities, of which, $0.21 per Unit will be paid to the underwriters
      upon the consummation of a Business Combination. The placing of funds in the
      Trust Account may not protect those funds from third party claims against the
      Company. Although the Company will seek to have all vendors, prospective target
      businesses or other entities it engages, execute agreements with the Company
      waiving any right, title, interest or claim of any kind in or to any monies
      held
      in the Trust Account, there is no guarantee that they will execute such
      agreements. Up to $1,975,000 in interest earned on the monies held in the Trust
      Account may be used to pay for due diligence of prospective Target Businesses,
      legal and accounting fees relating to Securities and Exchange Commission (“SEC”)
      reporting obligations and working capital to cover miscellaneous expenses,
      director and officer insurance and reserves.




Prior
      to
      the consummation of a Business Combination, the Company is obliged to submit
      such proposed Business Combination for approval by a majority of the
      stockholders of the Company. Stockholders that vote against such proposed
      Business Combination are, under certain conditions described below, entitled
      to
      convert their shares into a pro-rata distribution from the Trust Account (the
      “Conversion Right”). The actual per-share conversion price will be equal to the
      amount in the Trust Fund (inclusive of any interest thereon, and net of income
      taxes) as of two business days prior to the proposed Business Combination,
      divided by the number of Units sold in the Offering, or approximately $7.82
      per
      share on July 25, 2006. The Company’s stockholders prior to the Offering
      (“Initial Stockholders”), have agreed to vote their 1,812,500 founding shares of
      common stock in accordance with the vote of the majority in interest of all
      other stockholders of the Company (“Public Stockholders”) with respect to any
      Business Combination. In the event that holders of a majority of the outstanding
      shares of common stock




-
          6
          -


**Millennium
        India Acquisition Company Inc.**
 **Notes
        to Condensed Financial Statements**
 **(Unaudited)**






vote
      for
      the approval of the proposed Business Combination and that holders owning 20%
      or
      more of the outstanding common stock do not exercise their Conversion Rights,
      the Business Combination may then be consummated.




If
      the
      Company does not execute a letter of intent, agreement in principle or
      definitive agreement for a Business Combination prior to 16 months from the
      date
      of the Offering, the Company’s board of directors will, prior to such date,
      convene, adopt and recommend to their stockholders a plan of dissolution and
      distribution and on such date file a proxy statement with the SEC seeking
      stockholder approval for such plan. If, however, a letter of intent, agreement
      in principle or definitive agreement for a Business Combination has been
      executed prior to 18 months from the date of the Offering, the Company will
      abandon their plan of dissolution and distribution and seek the consummation
      of
      that Business Combination. If a proxy statement seeking the approval of the
      Company’s stockholders for that Business Combination has not been filed prior to
      22 months from the date of the Offering, the Company’s board of directors will,
      prior to such date, convene, adopt and recommend to their stockholders a plan
      of
      dissolution and distribution and on such date file a proxy statement with the
      SEC seeking stockholder approval for such plan. In the event there is no
      Business Combination within the 18 and 24-month deadlines (the “Target Business
      Combination Period”), the Company will dissolve and distribute to its Public
      Stockholders, in proportion to their respective equity interests, the amount
      held in the Trust Account, and any remaining net assets, after the distribution
      of the Trust Account. In the event of liquidation, it is likely that the per
      share value of the residual assets remaining available for distribution
      (including Trust Account assets) will be less than the initial public offering
      price per share in the Offering. Pursuant to letter agreements with the Company
      and the representative of the underwriters (the “Representative”) in the
      Offering, the Initial Stockholders have waived their right to receive
      distributions with respect to their existing shares in the event of the
      Company’s liquidation.




With
      respect to a Business Combination which is approved and consummated, any Public
      Stockholder who voted against the Business Combination may exercise their
      Conversion Right and their common shares would be cancelled and returned to
      the
      status of authorized but unissued shares. The per share conversion price will
      equal the amount in the Trust Account, calculated as of two business days prior
      to the consummation of the proposed Business Combination, divided by the number
      of shares of common stock held by Public Stockholders at the consummation of
      the
      Offering. Accordingly, Public Stockholders holding 19.99% of the aggregate
      number of shares owned by all Public Stockholders may seek conversion of their
      shares in the event of a Business Combination. Such Public Stockholders are
      entitled to receive their per share interest in the Trust Account computed
      without regard to the shares held by Initial Stockholders.






**NOTE
      2 — OFFERING**




In
      the
      Offering, effective July 19, 2006 (closed on July 25, 2006), the
      Company sold to the public 7,250,000 Units (the “Units”) at a price of $8.00 per
      Unit. Proceeds from the Offering, totaled approximately $52.9 million, which
      was
      net of approximately $3.5 million in underwriting and other Offering expenses
      paid in cash at the closing and approximately $1.6




-
          7
          -


**Millennium
        India Acquisition Company Inc.**
 **Notes
        to Condensed Financial Statements**
 **(Unaudited)**




million
      in deferred underwriting fees (see Note 4). Each Unit consists of one share
      of
      the Company’s common stock and one warrant (a “Public Warrant”) (see Note 6).




The
      Company also sold to certain of the Representative for an aggregate of $100,
      an
      option (the “Underwriter’s Purchase Option” or “UPO”) to purchase up to a total
      of 500,000 additional Units (see Note 6).






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




**Interim
      Financial Statements** —The
      accompanying unaudited condensed financial statements have been prepared
      pursuant to the rules and regulations of the SEC and should be read in
      conjunction with the Company’s audited financial statements and footnotes
      thereto for the period from inception (March 15, 2006) to March 31,
      2006 included in the Company’s Registration Statement on Form S-1, as amended
      (File No. 333-133189). See also the Company’s Current Report on
      Form 8-K, filed on July 25, 2006. Certain information and footnote
      disclosures normally included in financial statements prepared in accordance
      with accounting principles generally accepted in the United States of America
      have been omitted pursuant to such rules and regulations. However, the Company
      believes that the disclosures are adequate to make the information presented
      not
      misleading. The financial statements reflect all adjustments (consisting only
      of
      normal recurring adjustments) that are, in the opinion of management necessary
      for a fair presentation of the Company’s financial position, results of
      operations and cash flows. The operating results for the period ended
      September 30, 2006 are not necessarily indicative of the results to be
      expected for any other interim period of any future year.




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




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




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




The
        Company experienced a loss for the period from inception (March 15, 2006)
        to
        September 30, 2006. Accordingly, the effect of the assumed exercise of all
        9,500,000 outstanding warrants to purchase common stock and the outstanding
        UPO
        to purchase 500,000 units would be anti-dilutive and has been excluded from the
        calculation of diluted loss per share. For the three months ended September
        30,
        2006, the assumed exercise of all 9,500,000 outstanding warrants to purchase
        common stock was included in the calculation of diluted earnings per share.
        The
        assumed exercise of the outstanding UPO to purchase 500,000 units was excluded
        from the calculation of diluted earnings per share for the three months ended
        September 30, 2006 because it would have been anti-dilutive as the exercise
        price was in excess of the Company’s stock price.




-
          8
          -


**Millennium
        India Acquisition Company Inc.**
 **Notes
        to Condensed Financial Statements**
 **(Unaudited)**




**Fair
      Value of Financial Instruments** —The
      fair
      values of the Company’s assets and liabilities that qualify as financial
      instruments under SFAS No. 107 “ *Disclosure
      About Fair Value of Financial Instruments* ”
      approximate their carrying amounts presented in the balance sheet at
      September 30, 2006.




The
      Company accounts for derivative instruments, if any, in accordance with SFAS
      No.
      133 “Accounting for Derivative instruments and Hedging Activities,” as amended,
      (“SFAS 133”) which establishes accounting and reporting standards for derivative
      instruments and hedging activities, including certain derivative instruments
      imbedded in other financial instruments or contracts and requires recognition
      of
      all derivatives on the balance sheet at fair value. Accounting for the changes
      in the fair value of the derivative instruments depends on whether the
      derivatives qualify as hedge relationships and the types of the relationships
      designated are based on the exposures hedged. Changes in the fair value of
      the
      derivative instruments which are not designated as hedges are recognized in
      earnings as other income (loss).




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




**Income
      Taxes** —Deferred
      income tax assets and liabilities are computed for differences between the
      financial statement and tax basis of assets and liabilities that will result
      in
      future taxable or deductible amounts and are based on enacted tax laws and
      rates
      applicable to the periods in which the differences are expected to affect
      taxable income. Valuation allowances are established when necessary to reduce
      deferred income tax assets to the amount expected to be realized.




**New
      Accounting Pronouncements** —The
      Company does not believe that any recently issued, but not yet effective,
      accounting standards if currently adopted would have a material effect on the
      accompanying financial statements.






**NOTE
      4 — COMMITMENTS**




*Administrative
      Fees*




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




-
          9
          -


**Millennium
        India Acquisition Company Inc.**
 **Notes
        to Condensed Financial Statements**
 **(Unaudited)**




Business
      Combinations as well as for reimbursement of any out-of-pocket expenses incurred
      by the Company’s officers, directors or special advisors in connection with
      activities undertaken on the Company’s behalf.




*Underwriting
      Agreement*




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




Pursuant
      to the Underwriting Agreement, the Company is obligated to the underwriters
      for
      certain fees and expenses related to the Offering, including an underwriting
      discount of $3,480,000. The Company and the Representative have agreed that
      payment of $725,000, of the underwriting discount will be deferred until
      consummation of the Business Combination. The Company also agreed to pay the
      Representative a non-accountable expense allowance of $870,000, or 1.50% of
      the
      gross proceeds of the Offering. The Company and the Representative have agreed
      that payment of $832,500 of the non-accountable expense allowance will be
      deferred until consummation of the Business Combination.




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






**NOTE
      5 — CAPITAL STOCK**




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




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




*Preferred
      Stock*




The
      Company is authorized to issue 5,000 shares of preferred stock with such
      designations, voting and other rights and preferences as may be determined
      from
      time to time by the Board of Directors.




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          10
          -


**Millennium
        India Acquisition Company Inc.**
 **Notes
        to Condensed Financial Statements**
 **(Unaudited)**






*Common
      Stock*




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




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




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




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


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          11
          -


**Millennium
        India Acquisition Company Inc.**
 **Notes
        to Condensed Financial Statements**
 **(Unaudited)**




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




*Public
      Warrants*




Each
      Public Warrant sold in the Offering will be exercisable for one share of common
      stock. Except as set forth below, the Public Warrants will entitle the holder
      to
      purchase shares at $6.00 per share, subject to adjustment in the event of stock
      dividends and splits, reclassifications, combinations and similar events for
      a
      period commencing on the later of: (a) completion of a Business Combination
      and (b) July 19, 2007, and ending July 18, 2010. The Company has
      the ability to redeem the Public Warrants with the prior consent of the
      Representative, in whole or in part, at a price of $.01 per Public Warrant
      at
      any time after the Public Warrants become exercisable, upon a minimum of 30
      days’ prior written notice of redemption, and if, and only if, the last sale
      price of the Company’s common stock equals or exceeds $11.50 per share, for any
      20 trading days within a 30 trading day period ending three business days before
      the Company sent the notice of redemption.




*Private
      Warrants*




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




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




*Underwriter
      Purchase Option*




Upon
      closing of the Offering, the Company sold and issued the UPO for $100 to the
      Representative to purchase up to 500,000 Units at an exercise price of $10.80
      per Unit. The Units underlying the UPO will be exercisable in whole or in part,
      solely at the Representative’s discretion, commencing on the consummation of a
      Business Combination and expiring on the five-year anniversary of the Offering.
      The Company accounted for the fair value of the UPO, inclusive of the receipt
      of
      the $100 cash payment, as an expense of the public offering
      resulting


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          12
          -


**Millennium
        India Acquisition Company Inc.**
 **Notes
        to Condensed Financial Statements**
 **(Unaudited)**




in
      a
      charge directly to stockholders’ equity with an equivalent increase in
      additional paid-in capital. The fair value of the 500,000 Units underlying
      the
      UPO was approximately $1,535,000 ($3.07 per Unit) at the date of sale and
      issuance, which was determined by the Company using a Black-Scholes
      option-pricing model. The fair value of the UPO has been estimated using the
      following assumptions: (1) expected volatility of 46.702%,
      (2) risk-free interest rate of 5.10% and (3) contractual life of 5
      years. The expected volatility of approximately 46% was estimated by management
      based on an evaluation of the historical volatilities of similar public entities
      which had completed a transaction with an operating company. The UPO may be
      exercised for cash or on a “cashless” basis, at the holder’s option, such that
      the holder may use the appreciated value of the UPO (the difference between
      the
      exercise price of the UPO and the market price of the securities underlying
      the
      Units) to exercise the UPO without the payment of any cash. Each of the Units
      included in the UPO are identical to the Units to be sold in the Offering,
      except that the exercise price of the Units will be $10.80 per Unit.




*Registration
      Rights - Warrants and UPO*




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




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





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          13
          -


**Millennium
      India Acquisition Company Inc.**


**Notes
      to Condensed Financial Statements**


**(Unaudited)**


**Item
              2.**
            **Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations**




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




For
      the
      three months ended September 30, 2006, net income 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 a dministrative
      expenses of $374,932, which includes travel
      and entertainment expenses of $105,582, professional fees of $74,693, $97,478
      related to relocation expenses ,
      $34,540
      related to Delaware Franchise tax and $43,150 related to rent and office
      expenses, as well as other operating expenses.




For
      the
      period from inception (March 15, 2006) to September 30, 2006, we had a net
      loss
      of $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, $97,478 related to relocation expenses,
      $38,904 related to Delaware Franchise tax and $43,150 related to rent and office
      expenses, as well as other operating expenses.




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




For
      a
      description of the proceeds generated in our initial public offering and a
      discussion of the use of such proceeds, we refer you to Note 1 of the
      unaudited condensed financial statements included in Part I, Item 1 of
      this Quarterly Report on Form 10-Q and Part II, Item 2 of this
      Quarterly Report on Form 10-Q.




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 6 of the unaudited condensed
      financial statements included in Part I, Item 1 of this Quarterly Report on
      Form 10-Q.




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


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          14
          -


**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 are not deemed to be an investment company under the Investment Company
      Act.
      Thus, we are subject to market risk primarily through the effect of changes
      in
      interest rates on government securities. The effect of other changes, such
      as
      foreign exchange rates, commodity prices and/or equity prices, does not pose
      significant market risk to us.






**Item
              4.**
            **Controls
                and Procedures**




Based
      on
      their evaluation as of September 30, 2006, F. Jacob
      Cherian and Suhel Kanuga, our
      principal executive officer and principal financial and accounting officer,
      respectively, concluded that our disclosure controls and procedures (as defined
      in Rule 13a-15(e) under the Exchange Act) were effective, as of the end of
      the
      period covered by this report, to ensure that information required to be
      disclosed by us in reports that we file or submit under the Securities Exchange
      Act of 1934 is recorded, processed, summarized and reported, within the time
      periods specified in the rules and forms of the Securities and Exchange
      Commission.




There
      has
      not been any change in our internal control over financial reporting in
      connection with the evaluation required by Rule 13a-15(d) under the Exchange
      Act
      that occurred during the period from inception (March 15, 2006) through
      September 30, 2006 that has materially affected, or is reasonably likely to
      materially affect, our internal control over financial reporting.



















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          15
          -


**PART
      II —** **OTHER
      INFORMATION**




**Item
              1.**
            **Legal
                Proceedings**




We
      are
      not a party to any pending legal proceedings.






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




There
      have been no material changes to the risk factors previously disclosed in our
      registration statement on Form S-1 (File No. 333-133189) filed in
      connection with our initial public offering.






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




On
      July 6, 2006, we declared a stock dividend of 0.211865 shares per one share
      of common stock to stockholders of record on July 6, 2006.




On
      July 20, 2006, our officers and a director returned an aggregate of 312,500
      shares of our common stock to us for cancellation. We immediately cancelled
      such
      shares upon receipt.






**Registered
      Offering Use of Proceeds**




On
      July
      25, 2006, we consummated our initial public offering of 7,250,000 units. Each
      unit consists of one share of common stock and one warrant. Each warrant
      entitles the holder to purchase from us one share of our common stock at an
      exercise price of $6.00. Each warrant will become exercisable on the later
      of
      our completion of a business combination and July 19, 2007, and will expire
      on July 19, 2010, or earlier upon redemption. The securities sold in the
      offering were registered under the Securities Act on a registration statement
      on
      Form S-1 (File No. 333-133189).




In
      connection with our offering, we paid a total of $2,755,000 in underwriting
      discounts, $37,500 of a non-accountable expense allowance payable to the
      representative of the underwriters, and approximately $745,000 for costs and
      expenses related to the offering. The underwriters have agreed to defer
      $725,000, or 1.25%, of the underwriting discount payable to the underwriters,
      as
      well as $832,500 of the non -accountable expense allowance payable to the
      representative of the underwriters until we consummate a business combination.
      After deducting the underwriting discount, the non-accountable expense allowance
      and the offering expenses, the total net proceeds to us from the offering were
      approximately $52,855,000, which was deposited into a trust account. In
      addition, the trust account includes the deferred portion of the underwriting
      discount and non-accountable expense allowance and $2,250,000 of proceeds from
      our private placement offering.




On
      July 25, 2006, we consummated the sale to Ladenburg Thalmann & Co.
      Inc., for $100, of an option to purchase up to a total of 500,000 units. The
      units issuable upon exercise of this option are identical to those sold in
      our
      initial public offering. This option is exercisable at $10.80 per unit. The
      purchase option, as well as the units issuable upon exercise of the purchase
      option, the shares of common stock and warrants underlying the units, and the
      shares of common




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          16
          -


stock
      issuable upon exercise of the warrants included in the units were registered
      under the Securities Act on the same registration statement on Form S-1
      (File No. 333-133189).






**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.






**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


















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          17
          -


**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)














MILLENNIUM
                INDIA ACQUISITION COMPANY INC.By:
            /s/ Suhel
              KanugaSuhel
              KanugaExecutive
              Vice President, Chief Financial Officer, Treasurer and
              Secretary(Principal
              Financial Officer)




Date:      
      November 14, 2006












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