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Maryland		6770		20-2760393
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Michael E. Blount, Esq. Stanley S. Jutkowitz, Esq. Seyfarth Shaw LLP 55 East Monroe Street, Suite 4200 Chicago, Illinois 60603-5803 Telephone: (312) 346-8000 Facsimile: (312) 269-8869		Jay M. Kaplowitz, Esq. Peter J. Bilfield, Esq. Peter J. Gennuso, Esq. Gersten Savage, LLP 600 Lexington Avenue New York, New York 10022 Telephone: (212) 752-9700 Facsimile: (212) 980-5192

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						Maximum			Proposed Maximum			Amount of
Title of Each Class of			Amount Being			Offering Price			Aggregate			Registration
Security Being Registered			Registered			Per Security			Offering Price(1)			Fee
Units, consisting of one share of Common Stock, $.0001 par value, and two Warrants(2)			23,000,000 Units			$6.00			$138,000,000			$16,242,.60
Shares of Common Stock included as part of the Units(2)			23,000,000 Shares			—			—			(3)
Warrants included as part of the Units(2)			46,000,000 Warrants			—			—			(3)
Shares of Common Stock underlying the Warrants included in the Units(4)			46,000,000 Shares			$5.00			$230,000,000			$27,071.00
Representative’s Purchase Option (“Option”)			1			$100			$100			(3)
Units underlying the Option (“Representative’s Units”)(4)			1,000,000			$7.50			$7,500,000			$882.75
Shares of Common Stock included as part of the Representative’s Units(4)			1,000,000			—			—			(3)
Warrants included as part of the Representative’s Units(4)			2,000,000			—			—			(3)
Shares of Common Stock underlying Warrants included in the Representative’s Units(4)			2,000,000			$6.25			12,500,000			$1,471.25
Total									$388,000,100			$45,667.60(5)

(1)	Estimated solely for the purpose of calculating the registration fee.
(2)	Includes 3,000,000 Units and 3,000,000 Shares of Common Stock and 6,000,000 Warrants underlying such Units which may be issued upon exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any.
(3)	No fee required pursuant to Rule 457(g).
(4)	Pursuant to Rule 416, there are also registered such indeterminable additional securities as may be issued as a result of the anti-dilution provisions contained in the Warrants or the Option.
(5)	The registrant previously paid $46,884.61 of this fee on May 13, 2005. The fee has been reduced as a result of a reduction in the Representative’s Units from 1,500,000 to 1,000,000 resulting in a corresponding decrease in the Shares of Common Stock included as part of the Representative’s Units and underlying the Warrants that are a part of the Representative’s Units.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

	•	one share of our common stock; and
	•	two warrants.

						Underwriting
		Public Offering				Discount and				Proceeds, Before
		Price				Commission(1)				Expenses, to Us
Per unit		$	6.00			$	.48			$	5.52
Total		$	120,000,000			$	9,600,000			$	110,400,000

(1)	Includes a non-accountable expense allowance in the amount of 2.5% of the gross proceeds, or $.12 per unit ($3,000,000 in total), payable to Ferris, Baker Watts, Inc., the representative of the underwriters.

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		Page
Prospectus Summary			1
The Offering			3
Summary Financial Data			9
Risk Factors			10
Forward-Looking Statements			22
Use Of Proceeds			23
Capitalization			25
Dilution			26
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations			28
Proposed Business			30
Management			42
Certain Relationships And Related Transactions			46
Principal Stockholders			49
Description Of Securities			51
Underwriting			55
Legal Matters			58
Experts			58
Where You Can Find Additional Information			58
Index to Financial Statements			F-1
Form of Underwriting Agreement
Amended and Restated Letter Agreement - Ram Mukunda
Amended and Restated Letter Agreement - John Cherin
Amended and Restated Letter Agreement - Ranga Krishna
Form of Warrant Purchase Agreement
Form of Letter Agreement - Certain Officers and Directors
Form of Letter Agreement - Special Advisors
Form of Letter Agreement - Certain Officers, Directors and Special Advisors
Form of Letter Agreement - Advisor
Consent of Goldstein Golub Kessler LLP
Consent of Mega Ace Consultancy

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	We are a development stage company with no operating history and, accordingly, you will have no basis upon which to evaluate our ability to achieve our business objective.

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

	If we are forced to liquidate before a business combination, our public stockholders will receive less than $6.00 per share upon distribution of the trust account and our warrants will expire worthless.

	You will not be entitled to protections normally afforded to investors of blank check companies under federal securities laws.

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	If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share liquidation price received by stockholders will be less than approximately $5.40 per share.

	Because we have not currently selected any prospective target businesses with which to complete a business combination, investors in this offering are unable to currently ascertain the merits or risks of any particular target business’ operations.

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

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	•	may significantly reduce the equity interest of investors in this offering;
	•	will likely cause a change in control if a substantial number of our shares of common stock or voting preferred are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely also result in the resignation or removal of our present officers and directors;
	•	may adversely affect the voting power or other rights of holders of our common stock if we issue preferred stock with dividend, liquidation, compensation or other rights superior to the common stock; and
	•	may adversely affect prevailing market prices for our common stock, warrants or units.

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

	•	may lead to default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our debt obligations;
	•	may cause an acceleration of our obligations to repay the debt even if we make all principal and interest payments when due if we breach the covenants contained in the terms of the debt documents;
	•	may create an obligation to immediately repay all principal and accrued interest, if any, upon demand to the extent any debt securities are payable on demand; and
	•	may hinder our ability to obtain additional financing, if necessary, to the extent any debt securities contain covenants restricting our ability to obtain additional financing while such security is outstanding, or to the extent our existing leverage discourages other potential investors.

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

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	Our ability to successfully effect a business combination and to be successful afterwards will be completely dependent upon the efforts of our key personnel, some of whom may join us following a business combination and whom we would have only a limited ability to evaluate.

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

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

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

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

	•	make a special written suitability determination for the purchaser;
	•	receive the purchaser’s written agreement to a transaction prior to sale;
	•	provide the purchaser with risk disclosure documents that identify certain risks associated with investing in “penny stocks” and that describe the market for these “penny stocks” as well as a purchasers legal remedies; and
	•	obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has actually received the required risk disclosure document before a transaction in a “penny stock” can be completed.

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

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	•	result in our dependency upon the performance of a single or small number of operating businesses;
	•	result in our dependency upon the development or market acceptance of a single or limited number of products, processes or services; and
	•	subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination.

	We will not generally be required to obtain a determination of the fair market value of a target business from an independent, unaffiliated third party.

	Because of our limited resources and the significant competition for business combination opportunities, we may not be able to consummate an attractive business combination.

	•	our obligation to seek stockholder approval of a business combination may delay the consummation of a transaction;
	•	our obligation to convert into cash the shares of common stock in certain instances may reduce the resources available for a business combination; and
	•	our outstanding warrants and the purchase option granted to Ferris, Baker Watts, Inc., and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

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

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

	Our existing stockholders, including our officers, directors and special advisors, control a substantial interest in us and thus may influence certain actions requiring stockholder vote.

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	Our existing stockholders paid an aggregate of $25,000, or an average of approximately $.005 per share for their shares and, accordingly, you will experience immediate and substantial dilution from the purchase of our common stock.

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

	If our existing stockholders exercise their registration rights, it may have an adverse effect on the market price of our common stock and the existence of these rights may make it more difficult to effect a business combination.

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	The American Stock Exchange may not accept our application for listing or may delist our securities from quotation on its exchange which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

	•	a limited availability of market quotations for our securities;
	•	a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;
	•	a limited amount of news and analyst coverage for our company; and
	•	a decreased ability to issue additional securities or obtain additional financing in the future.

	There is currently no market for our securities and a market for our securities may not develop, which could adversely affect the liquidity and price of our securities.

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

	•	restrictions on the nature of our investments; and
	•	restrictions on the issuance of securities, each of which may make it difficult for us to complete a business combination.

	•	registration as an investment company;

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	•	adoption of a specific form of corporate structure; and
	•	reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

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

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

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

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

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

	•	Levying fines;
	•	Revoking our business and other licenses; and
	•	Requiring that we restructure our ownership or operations.

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

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

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

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				Without Over-				With Over-
				Allotment Option				Allotment Option
Gross proceeds(1)				$	120,000,000			$	138,000,000
Offering expenses(2)
	Underwriting discount (5.5% of gross proceeds)				6,600,000				7,590,000
	Underwriting non-accountable expense allowance (2.5% of gross proceeds without the over-allotment option)				3,000,000				3,000,000
	Legal fees and expenses (including blue sky services and expenses)				300,000				300,000
	Miscellaneous expenses				42,032.39				42,032.39
	Printing and engraving expenses				50,000				50,000
	Accounting fees and expenses				25,000				25,000
	SEC registration fee				45,667.60				45,667.60
	NASD registration fee				39,300.01				39,300.01
Net proceeds
	Held in trust				107,998,000				125,008,000
	Not held in trust				1,900,000				1,900,000
		Total net proceeds		$	109,898,000			$	126,908,000
Use of net proceeds not held in trust
	Legal, accounting and other expenses attendant to the due diligence investigations, structuring and negotiation of a business combination				400,000				(21.05	)%
	Due diligence of prospective target businesses				300,000				(15.79	)%
	Legal and accounting fees relating to SEC reporting obligations				150,000				(7.90	)%
	Administrative fees relating to office space ($7,500 per month for 24 months)				180,000				(9.47	)%
	Working capital to cover travel, miscellaneous expenses, (including potential deposits, down payments or funding of a “no-shop” provision with respect to a prospective business combination) D&O insurance and reserves				870,000				(45.79	)%
		Total(3)		$	1,900,000				100.00%

(1)	Excludes the payment of $100 from Ferris, Baker Watts, Inc. for its purchase option, proceeds from the sale of units under the purchase option and proceeds from the exercise of any warrants.
(2)	A portion of the offering expenses have been paid from the funds we received from Mr. Mukunda as described below. These funds will be repaid out of the proceeds of this offering not being placed in trust upon consummation of this offering.
(3)	Rounded to the nearest whole percentage. Excludes a fee payable to Ferris, Baker Watts equal to two percent (2%) of the consideration of any business combination by us up to a maximum fee of $2,000,000.

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			June 30, 2005
			Actual				As Adjusted
			(Audited)
Note payable to stockholder			$	100,000			$	—
Common Stock, $.0001 par value — 0 — and 3,998,000 shares which are subject to possible conversion, shares at conversion value				—				21,588,800
Stockholders’ equity
Preferred stock, $.0001 par value, 1,000,000 shares authorized; none issued and outstanding				—				—
Common stock, $.0001 par value, 150,000,000 shares authorized; 5,000,000 shares issued and outstanding, 21,002,000 shares issued and outstanding (excluding 3,998,000 shares which are subject to possible conversion), as adjusted				500				2,100
Additional paid-in capital				24,500				88,332,100
Deficit accumulated during the development stage				(15,000	)			(15,000	)
	Total stockholders’ equity			10,000				88,319,200
	Total capitalization		$	10,000			$	109,908,000

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Public offering price							$	6.00
	Net tangible book value before this offering		$	(0.06	)
	Increase attributable to new investors			4.27
Pro forma net tangible book value after this offering								4.21
Dilution to new investors							$	1.79

			Shares Purchased								Total Consideration
																			Average Price
			Number				Percentage				Amount				Percentage				per Share
Existing stockholders				5,000,000				20	%		$	25,000				.0208	%		$	.005
New investors				20,000,000				80	%		$	120,000,000				99.9792	%			6.00
	Total			25,000,000				100.00	%		$	120,025,000				100.00	%

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Numerator:
	Net tangible book value before this offering		$	(320,500	)
	Proceeds from this offering			109,898,000
	Offering costs excluded from net tangible book value before this offering			330,500
	Less: Proceeds held in trust subject to conversion to cash ($107,998,000 × 19.99%)			(21,588,800	)
			$	88,319,200
Denominator:
	Shares of common stock outstanding prior to this offering			5,000,000
	Shares of common stock included in the units offered			20,000,000
	Less: Shares subject to conversion (20,000,000 × 19.99%)			(3,998,000	)
				21,002,000

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	•	may significantly reduce the equity interest of our stockholders;
	•	will likely cause a change in control if a substantial number of our shares of common stock or voting preferred stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and may also result in the resignation or removal of one or more of our present officers and directors;
	•	may adversely affect the voting power or other rights of holders of our common stock if we issue preferred stock with dividend, liquidation, conversion or other rights superior to the common stock; and
	•	may adversely affect prevailing market prices for our common stock, warrants or units.

	•	may lead to default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our debt obligations;
	•	may cause an acceleration of our obligations to repay the debt even if we make all principal and interest payments when due if we breach the covenants contained in the terms of the debt documents, such as covenants that require the maintenance of certain financial ratios or reserves, without a waiver or renegotiation of such covenants;
	•	may create an obligation to immediately repay all principal and accrued interest, if any, upon demand to the extent any debt securities are payable on demand; and
	•	may hinder our ability to obtain additional financing, if necessary, to the extent any debt securities contain covenants restricting our ability to obtain additional financing while such security is outstanding, or to the extent our existing leverage discourages other potential investors.

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	•	Payment of the purchase price for the business combination;
	•	Payment of the fees and costs due to Ferris, Baker Watts, Inc. as financial advisor to the company;
	•	Payment of any finder’s fees or professional fees and costs; and
	•	Payment of any fees and costs the Company may incur in connection with any equity or debt financing relating to the business combination.

	•	approximately $400,000 of expenses for legal, accounting and other expenses attendant to the due diligence investigations, structuring and negotiating of a business combination;
	•	Approximately $300,000 of expenses for the due diligence and investigation of a target business;
	•	approximately $150,000 of expenses in legal and accounting fees relating to our SEC reporting obligations;
	•	approximately $180,000 of expenses in fees relating to our office space and certain general and administrative services; and
	•	approximately $870,000 for travel, general working capital that will be used for miscellaneous expenses and reserves, including approximately $125,000 for director and officer liability insurance premium.

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	•	India is the world’s second most populous country. The population of India is approximately 1.1 billion, with a total labor force of about 482 million (2004 estimate).
	•	Inflation is approximately 4.2% (2004 estimate).
	•	India’s exports are approximately $69.18 billion on a free on board basis (f.o.b.) (2004 estimate).
	•	India’s top five export partners as of the end of 2003 are the following:

	(1) United States (approximately 20.3%);
	(2) China (approximately 6.3%);
	(3) United Kingdom (approximately 5.2%);
	(4) Hong Kong (approximately 4.7%); and
	(5) Germany (approximately 4.3%).

	•	India’s reserves of foreign exchange and gold are approximately $126 billion (2004 estimate).
	•	The Indian currency is the rupee and over the past three years on average US $1.00 was equivalent to:

	•	45.8692 Indian rupees in 2004,
	•	46.5806 Indian rupees in 2003, and
	•	48.6103 Indian rupees in 2002.

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		GDP as measured
		in terms of PPP				Growth rate
		(2004 estimate)				(2004 estimate)
U.S.		$	11.75 trillion				4.4	%
China		$	7.262 trillion				9.1	%
Japan		$	3.745 trillion				2.9	%
India		$	3.319 trillion				6.2	%
Germany		$	2.362 trillion				1.7	%
U.K.		$	1.782 trillion				3.2	%
France		$	1.737 trillion				2.1	%
Italy		$	1.609 trillion				1.3	%

Business Process Outsourcing and Information Technology: Business Process Outsourcing or BPO typically refers to the act of transferring business processes to an outside provider in order to achieve cost savings while improving service quality. BPO extends beyond typical information technology outsourcing. A BPO service provider may take on a specific corporate function like customer service and/or help desk, or more complex and knowledge-based functions, such as human resources, accounting and finance, research and development, and monitoring of networks. A BPO service provider may also assume the responsibility for re-engineering and introducing best practices into processes that are outsourced. In this way, BPO is fast emerging as not just a cost saving mechanism, but a powerful strategic management tool in achieving business objectives. We believe that India has a well educated, English speaking middle class and a low wage base that will allow the BPO and Information Technology businesses to continue to grow. Within the BPO and Information Technology sector, we believe there are several compelling industries to explore, including, but not limited to:

	•	Knowledge-based and Other Back Office Outsourcing: As labor costs for information technology and similar professionals soar in the U.S. and technology facilitates communica-

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		tion between persons in disparate parts of the world, we believe that the benefits of out-sourcing knowledge-based and back office functions to countries such as India, will be increasingly utilized by businesses all over the world. We may consider sectors, such as software development, research and development, information technology, telecommunications outsourcing, financial services, and customer care.
	•	Pharmaceutical and Health Services: As healthcare costs soar in the U.S., we believe that the benefits of outsourcing medical care, drug manufacturing or medical transcription to countries such as India, will be increasingly utilized in the healthcare industry and by consumers all over the world. For example, medical transcription (where medical dictation is converted by workers in India into print) is an area that has taken advantage of the lower labor rates in India and other countries. Other areas that are expected to benefit from outsourcing are generic drug manufacturing, drug trial testing, and telemedicine. For example, we might consider buying a middle tier generic drug manufacturer with a U.S. Federal Drug Administration approved manufacturing plant and combining it with a distributor in the U.S. to create a vertical generic drug manufacturing and distribution company.

Infrastructure: We believe that because of rapid economic growth there is a substantial demand for ongoing infrastructure improvements to support continued growth. We further believe that the rapid economic growth has created a growing middle class that has developed increasing buying power. As a result of these factors, we further believe there has been an increased growth opportunity for companies that develop and build infrastructure. Some middle tier infrastructure acquisition opportunities would include, among others, companies that build business complexes, residential housing and shopping complexes. We would also consider transportation companies, logistics companies or financial services companies operating within India as prospective middle tier infrastructure acquisition target businesses.

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	•	financial condition, results of operation and repatriation regulations;
	•	growth potential both in India and growth potential outside of India;
	•	capital requirements;
	•	experience and skill of management and availability of additional personnel;
	•	competitive position;
	•	barriers to entry into the businesses’ industries;
	•	potential for compliance with GAAP, SEC regulations, Sarbanes Oxley requirements and capital requirements;
	•	domestic and global competitive position and potential to compete in the U.S. and other markets;
	•	position within a sector and barriers to entry;
	•	stage of development of the products, processes or services;
	•	degree of current or potential market acceptance of the products, processes or services;
	•	proprietary features and degree of intellectual property or other protection of the products, processes or services;
	•	regulatory environment of the industry and the Indian government’s policy towards the sector; and
	•	costs associated with effecting the business combination.

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

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

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	•	our obligation to seek stockholder approval of a business combination or obtain the necessary financial statements to be included in the proxy materials to be sent to stockholders in connection with a proposed business combination may delay the completion of a transaction;
	•	our obligation to convert into cash shares of common stock held by our public stockholders in certain instances may reduce the resources available to us for a business combination; and
	•	our outstanding warrants and the purchase option granted to Ferris, Baker Watts, Inc., and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

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		Terms of Our Offering		Terms Under a Rule 419 Offering
Escrow of offering proceeds		$107,998,000 of the net offering proceeds will be deposited into a trust account located at United Bank Inc., and maintained by Continental Stock Transfer & Trust Company acting as trustee.		$99,360,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
Investment of net proceeds		The $107,998,000 of net offering proceeds held in trust will only be invested 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.		Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act of 1940 or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
Limitation on fair value or net assets of target business		The initial target businesses that we acquire must have a fair market value equal to at least 80% of our net assets at the time of such acquisition.		We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds.

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		Terms of Our Offering		Terms Under a Rule 419 Offering
Trading of securities issued		The units may commence trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin to trade separately on the 90th day after the date of this prospectus unless Ferris, Baker Watts, Inc. informs us of its decision to allow earlier separate trading, provided we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the proceeds of this offering, including any proceeds we receive from the exercise of the over-allotment option, if such option is exercised prior to the filing of the Form 8-K.		No trading of the units or the underlying common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
Exercise of the warrants		The warrants cannot be exercised until the later of the completion of a business combination or one year from the date of this prospectus and, accordingly, will only be exercised after the trust account has been terminated and distributed.		The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
Election to remain an investor		We will give our stockholders the opportunity to vote on the business combination. In connection with seeking stockholder approval, we will send each stockholder a proxy statement containing information required by the SEC. A stockholder following the procedures described in this prospectus is given the right to convert his or her shares into his or her pro rata share of the trust account. However, a stockholder who does not follow these procedures or a stockholder who does not take any action would not be entitled to the return of any funds.		A prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post- effective amendment, to notify the company of their election to remain an investor. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued.

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		Terms of Our Offering		Terms Under a Rule 419 Offering
Business combination deadline		A business combination must occur within 18 months after the consummation of this offering or within 24 months after the consummation of this offering if a letter of intent, agreement in principal or definitive agreement relating to a prospective business combination was entered into prior to the end of the 18-month period.		If an acquisition has not been consummated within 18 months after the effective date of the initial registration statement, funds held in the trust or escrow account would be returned to investors.
Release of funds		The proceeds held in the trust account will not be released until the earlier of the completion of a business combination or our liquidation upon our failure to effect a business combination within the allotted time.		The proceeds held in the escrow account would not be released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.

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Name		Age				Position
Ram Mukunda			46			Chairman of the Board, Chief Executive Officer and President
John Cherin			63			Chief Financial Officer, Treasurer and Director
Dr. Ranga Krishna			46			Director
Raghu Ram			46			Executive Vice President — Mergers and Acquisitions
Emmanuel K. Nzai			35			Vice President
Suhail Nathani			40			Director
Sudhakar Shenoy			58			Director
Shakti Sinha			48			Special Advisor
Dr. Prabuddha Ganguli			56			Special Advisor
Dr. Anhu K. Gupta			55			Special Advisor

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		Number of
Name		Shares				Relationship to Us
Ram Mukunda			2,500,000			Chairman of the Board, Chief Executive Officer and President
John Cherin			500,000			Chief Financial Officer, Treasurer and Director
Dr. Ranga Krishna			500,000			Director

		Number of
Name		Shares(1)				Relationship to Us
Raghu Ram			125,000			Executive Vice President — Mergers and Acquisitions
Emmanuel K. Nzai			275,000			Vice President
Parveen Mukunda(2)			850,000			Secretary
Sudhakar Shenoy			75,000			Director
Suhail Nathani			75,000			Director
Shakti Sinha			25,000			Special Advisor
Dr. Prabuddha Ganguli			25,000			Special Advisor
Dr. Anil K. Gupta			50,000			Special Advisor

(1)	Representing shares issued to our officers, directors and Special Advisors in consideration of services rendered or to be rendered to us.
(2)	Parveen Mukunda is the wife of Ram Mukunda.

	•	None of our officers, directors and special advisors are required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating management time among various business activities.

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	•	In the course of their other business activities, our officers, directors and special advisors may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. They may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management’s other affiliations, see the previous section entitled “Management.”
	•	We may also determine to effect a business combination with another entity that is affiliated with one or more of our existing stockholders.
	•	Our current management will only be able to remain with the combined company after the consummation of a business combination if they are able to negotiate the same as part of any such combination. If management negotiates to be retained post-business combination as a condition to any potential business combination, such negotiations may result in a conflict of interest between management and the stockholders resulting in management attempting to negotiate terms that may be less favorable to the stockholders than what they might otherwise receive.
	•	Our officers, directors and special advisors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by us.
	•	Because our officers, directors and special advisors own shares of our common stock that will be subject to lock-up agreements restricting their sale until six months after a business combination is successfully completed, our board may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination. The personal and financial interests of our directors, officers and special advisors may influence their motivation in identifying and selecting target businesses and completing a business combination in a timely manner.
	•	IGN, LLC, an affiliate of Mr. Mukunda, has agreed that, commencing on the effective date of this prospectus through the acquisition of a target business, it will make available to us office space and certain general and administrative services, as we may require from time to time. We have agreed to pay IGN, LLC $7,500 per month for these services. Mr. Mukunda is the Chief Executive Officer of IGN, LLC. As a result of this affiliation, Mr. Mukunda will benefit from the transaction to the extent of his interest in IGN, LLC. However, this arrangement is solely for our benefit and is not intended to provide Mr. Mukunda with compensation in lieu of a salary. We believe, based on rents and fees for similar services in the Washington, DC metropolitan area, that the fee charged by IGN, LLC is at least as favorable as we could have obtained from an unaffiliated third party. However, as our directors at the time we entered into this agreement may not be deemed “independent,” we did not have the benefit of disinterested directors approving this transaction.

	•	the corporation could financially undertake the opportunity;
	•	the opportunity is within the corporation’s line of business; and
	•	it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

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	•	each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
	•	each of our executive officers, directors and our Special Advisors; and
	•	all our officers and directors as a group.

		Amount and				Approximate Percentage of
		Nature of				Outstanding Common Stock
Name and Address of		Beneficial
Beneficial Owner(1)		Ownership				Before Offering				After Offering
Ram Mukunda			2,500,000	(2)			50.00%				10.0%
John Cherin			500,000				10.00%				2.0%
Ranga Krishna			500,000				10.00%				2.0%
Raghu Ram			125,000				2.5%				0.5%
Emmanuel K. Nzai			275,000				5.5%				1.1%
Parveen Mukunda			850,000				17.0%				3.4%
Sudhakar Shenoy			75,000				1.5%				0.3%
Suhail Nathani			75,000				1.5%				0.3%
Shakti Sinha			25,000				0.5%				0.1%
Dr. Prabuddha Ganguli			25,000				0.5%				0.1%
Dr. Anil K. Gupta			50,000				1.0%				0.2%
All directors and executive officers as a group (7 individuals)							81.0%				16.2%

(1)	Unless otherwise noted, the business address of each of the following is 4336 Montgomery Avenue, Bethesda, Maryland, 20814.
(2)	Excludes 850,000 shares owned by Mr. Mukunda’s wife, Parveen Mukunda, as to which Mr. Mukunda disclaims beneficial ownership.

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	•	the completion of a business combination; or
	•	one year from the date of this prospectus.

	•	in whole and not in part,
	•	at a price of $.01 per warrant at any time after the warrants become exercisable,
	•	upon not less than 30 days’ prior written notice of redemption to each warrant holder, and
	•	if, and only if, the reported last sale price of the common stock equals or exceeds $8.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day before we send notice of redemption to warrant holders.

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	•	1% of the number of shares of common stock then outstanding, which will equal 250,000 shares immediately after this offering (or 280,000 if the underwriters’ exercise their over-allotment option); and
	•	the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

	Rule 144(k)

	SEC Position on Rule 144 Sales

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Underwriters		Number of Units
Ferris, Baker Watts, Inc.
Total			20,000,000

	•	the history and prospects of companies whose principal business is the acquisition of other companies;
	•	prior offerings of those companies;
	•	our prospects for acquiring an operating business in India at attractive values;
	•	our capital structure;
	•	an assessment of our management and their experience in identifying operating companies;
	•	general conditions of the securities markets at the time of the offering; and
	•	other factors as were deemed relevant.

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		Per Unit				Without Option				With Option
Public Offering Price		$	6.00			$	120,000,000.00			$	138,000,000.00
Discount		$	0.33			$	6,600,000.00			$	7,590,000.00
Non-accountable Expense Allowance		$	0.15			$	3,000,000.00			$	3,000,000.00
Proceeds Before Expenses(1)		$	5.52			$	110,400,000.00			$	127,410,000.00

(1)	The offering expenses are estimated as $502,000.

	•	Stabilizing Transactions. The underwriters may make bids or purchases for the purpose of pegging, fixing or maintaining the price of our securities, so long as stabilizing bids do not exceed a specified maximum as set forth in Regulation M which requires generally, among other things, that no stabilizing bid will be initiated at or increased to a price higher than the lower of the offering price or the highest independent bid for the security on the principal trading market for the security.

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	•	Over-Allotments and Syndicate Coverage Transactions. The underwriters may create a short position in our securities by selling more of our securities than are set forth on the cover page of this prospectus. If the underwriters create a short position during the offering, the representative may engage in syndicate covering transactions by purchasing our securities in the open market. The representative may also elect to reduce any short position by exercising all or part of the over-allotment option.
	•	Penalty Bids. The representative may reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

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		Page
Financial Statements
Report of independent registered public accounting firm			F-2
Balance sheet as of June 30, 2005			F-3
Statement of operations for the period from April 29, 2005 (date of inception) through June 30, 2005			F-4
Statement of stockholders’ equity for the period from April 29, 2005 (date of inception) through June 30, 2005			F-5
Statement of cash flows for the period from April 29, 2005 (date of inception) through June 30, 2005			F-6
Notes to financial statements			F-7

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				June 30,
				2005
ASSETS
Current assets:
	Cash			$	35,700
	Total current assets:				35,700
Deferred offering costs					330,500
		Total assets		$	366,200
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accrued expenses			$	256,200
	Note payable to stockholder				100,000
		Total current liabilities		$	356,200
COMMITMENT
STOCKHOLDERS’ EQUITY
Preferred stock — $.0001 par value; 1,000,000 shares authorized; 0 issued and outstanding					—
Common stock — $.0001 par value; 150,000,000 shares authorized; 5,000,000 issued and outstanding					500
Additional paid-in capital					24,500
Deficit accumulated during the development stage					(15,000	)
		Total stockholders’ equity			10,000
		Total liabilities and stockholders’ equity		$	366,200

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		April 29, 2005
		(Date of Inception)
		through
		June 30, 2005
Legal and formation and travel costs		$	15,000
Net loss for the period		$	(15,000	)
Net loss per share		$	(0	)
Weighted average number of shares outstanding — basic and fully diluted			3,789,474

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														Deficit
														Accumulated
		Common Stock								Additional				During the				Total
										Paid-In				Development				Stockholders’
		Shares				Amount				Capital				Stage				Equity
Issuance of common stock to founders at $.0005 per share (3,500,000 shares on May 5, 2005 and 1,500,000 shares on June 20, 2005)			5,000,000			$	500			$	24,500							$	25,000
Net loss														$	(15,000	)			(15,000	)
Balance — June 30, 2005			5,000,000			$	500			$	24,500			$	(15,000	)		$	10,000

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						April 29, 2005
						(Date of Inception)
						through
						June 30, 2005
Cash flows from operating activities:
	Net loss					$	(15,000	)
	Adjustments to reconcile net loss to net cash provided by operating activities:
		Changes in:
			Accrued expenses				15,000
				Net cash provided by operating activities			—
Cash flows from financing activities:
	Increase in amount due to stockholder
	Issuance of common stock to founders						25,000
	Payment of offering costs						(89,300	)
	Proceeds from note payable to stockholder						100,000
				Cash provided by financing activities			35,700
Net increase in cash and cash at end of period						$	35,700
Non cash financing activity: accrual of deferred offering costs						$	241,200

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		Page
Prospectus Summary			1
The Offering			3
Summary Financial Data			9
Risk Factors			10
Forward-Looking Statements			22
Use Of Proceeds			23
Capitalization			25
Dilution			26
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations			28
Proposed Business			30
Management			42
Certain Relationships And Related Transactions			46
Principal Stockholders			49
Description Of Securities			51
Underwriting			55
Legal Matters			58
Experts			58
Where You Can Find Additional Information			58
Index to Financial Statements			F-1

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Item 13.	Other Expenses of Issuance and Distribution

Initial Trustees’ Fee(1)			1,000
SEC Registration Fee		$	45,667.60
NASD Filing Fee			39,300.01
Accounting Fees and Expenses			25,000
Printing and Engraving Expenses			50,000
Legal Fees and Expenses			260,000
D&O Liability Insurance Premiums(2)			125,000
Blue Sky Services and Expenses			40,000
Miscellaneous(3)			41,032.39
Total		$	627,000

(1)	In addition to the initial acceptance fee that is charged by Continental Stock Transfer & Trust Company, as trustee, the registrant will be required to pay to Continental Stock Transfer & Trust Company annual fees of $3,000 for acting as trustee, $4,800 for acting as transfer agent of the registrant’s common stock, $2,400 for acting as warrant agent for the registrant’s warrants and $1,800 for acting as escrow agent.
(2)	This amount represents the approximate Director and Officer liability insurance premiums the registrant anticipates paying following the consummation of its initial public offering of its securities and until it consummates a business combination.
(3)	This amount represents additional expenses that may be incurred by the Registrant or Underwriters in connection with the offering over and above those specifically listed above, including distribution and mailing costs.

Item 15.	Recent Sales of Unregistered Securities

		Number of
Stockholders		Shares
Ram Mukunda			2,500,000	*
John Cherin			500,000	*
Dr. Ranga Krishna			500,000	*
Raghu Ram			125,000	**
Emmanuel K. Nzai			275,000	**
Parveen Mukunda			850,000	**
Sudhakar Shenoy			75,000	**
Suhail Nathani			75,000	**
Shakti Sinha			25,000	**
Dr. Prabuddha Ganguli			25,000	**
Dr. Anil K. Gupta			50,000	**

*	Shares issued on May 5, 2005.

**	Shares issued on June 20, 2005.

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Item 16.	Exhibits and Financial Statement Schedules

Exhibit No.				Description
	1	.1		Form of Underwriting Agreement
	1	.2		Form of Selected Dealer Agreement**
	3	.1		Articles of Incorporation**
	3	.2		By-laws**
	4	.1		Specimen Unit Certificate**
	4	.2		Specimen Common Stock Certificate**
	4	.3		Specimen Warrant Certificate**
	4	.4		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant**
	4	.5		Form of Purchase Option to be granted to the Representative**
	5	.1		Opinion of Seyfarth Shaw LLP*
	10	.1		Amended and Restated Letter Agreement between the Registrant, Ferris, Baker Watts, Inc. and Ram Mukunda
	10	.2		Amended and Restated Letter Agreement between the Registrant, Ferris, Baker Watts, Inc. and John Cherin
	10	.3		Amended and Restated Letter Agreement between the Registrant, Ferris, Baker Watts, Inc. and Ranga Krishna
	10	.4		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant**
	10	.5		Promissory Note issued by the Registrant to Ram Mukunda**
	10	.6		Form of Stock Escrow Agreement among the Registrant, Ram Mukunda, John Cherin and Continental Stock Transfer & Trust Company**
	10	.7		Form of Registration Rights Agreement among the Registrant and each of the existing stock-holders**
	10	.8		Form of Warrant Purchase Agreement among Ferris, Baker Watts, Inc. and one or more of the Initial Stockholders
	10	.9		Form of Office Service Agreement between the Registrant and Integrated Global Networks, LLC**
	10	.10		Letter Advisory Agreement between the Registrant and Ferris, Baker Watts, Inc.**
	10	.11		Form of Letter Agreement between Ferris, Baker Watts, Inc. and certain officers and directors of the Registrant
	10	.12		Form of Letter Agreement between Ferris, Baker Watts, Inc. and each of the Special Advisors of the Registrant
	10	.13		Form of Letter Agreement between the Registrant and certain officers and directors of the Registrant.
	10	.14		Form of Letter Agreement between the Registrant and each of the Special Advisors of the Registrant.
	23	.1		Consent of Goldstein Golub Kessler LLP.
	23	.2		Consent of Seyfarth Shaw LLP (incorporated by reference from Exhibit 5.1)*
	23	.3		Consent of Mega Ace Consultancy.
	24			Power of Attorney (included on signature page of this Registration Statement).
	99	.1		Code of Ethics***

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	India Globalization Fund, Inc.

	By:	/s/ Ram Mukunda

	Ram Mukunda
	Chief Executive Officer and President

Signature				Title		Date
/s/ Ram Mukunda   Ram Mukunda				Chairman, Chief Executive Officer and President (Principal Executive Officer)		July 11, 2005
/s/ John Cherin   John Cherin				Chief Financial Officer, Treasurer and Director (Principal Financial and Accounting Officer)		July 11, 2005
/s/ Ranga Krishna   Ranga Krishna				Director		July 11, 2005
/s/ Suhail Nathani   Suhail Nathani				Director		July 11, 2005
/s/ Sudhakar Shenoy   Sudhakar Shenoy				Director		July 11, 2005

II-3