UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	for the quarterly period ended September 30, 2008.

o	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: 000-51854

Phoenix India Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware	20-3195916
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

590 Madison Avenue, 6th Floor, New York, New York, 10022

(Address of Principal Executive Offices including Zip Code)

(516) 428-3319

(Registrant’s Telephone Number, Including Area Code)

Check 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 x No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

There were 8,966,796 shares of the Registrant’s common stock issued and outstanding as of June 30, 2008.

Phoenix India Acquisition Corp. Index to Form 10-Q

		Page
Part I.	Financial Information	3

	Item 1. Financial Statements (unaudited)	3

	Balance Sheets	3

	Statements of Operations	4

	Statement of Stockholders’ Equity	5

	Statements of Cash Flows	6

	Notes to Financial Statements	7

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

	Item 3. Quantitative and Qualitative Disclosures about Market Risk	11

	Item 4T. Controls and Procedures	12



Part II.	Other Information	13

	Item 1. Legal Proceedings	13

	Item 1A. Risk Factors	13

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	16

	Item 3. Defaults Upon Senior Securities	17

	Item 4T. Submission of Matters to a Vote of Security Holders	17

	Item 5. Other Information	17

	Item 6. Exhibits	17

SIGNATURES		17

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PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

PHOENIX INDIA ACQUISITION CORP.

(a corporation in the development stage)

BALANCE SHEETS

	September 30, 2008			December 31, 2007
	(Unaudited)			(Audited)

Assets
Current assets:
Cash	$	—		$	227,322
Cash held in trust account					57,715,997
Accrued interest receivable		—			116,279
Prepaid expenses		—			13,750
Refundable income taxes paid		422,155			—
Total current assets	$	422,155		$	58,073,348

Liabilities and Stockholders’ Equity
Current and total liabilities:
Accounts payable and accrued expenses	$	554,052		$	433,080
Income taxes payable		—			671,408
Notes payable, stockholders		85,282			—
Deferred underwriting fees		—			2,265,500
Total current and total liabilities		639,334			3,369,988


Common stock subject to redemption, 1,415,2219 shares at redemption value of $7.65		—			11,403,213

Shareholders’ Equity:
Preferred stock, $0.0001 par value, authorized 1,000,000 shares; none issued		—			—
Common stock, $0.0001 par value, authorized 89,000,000 shares, issued and outstanding 8,966,796 shares		897			897
Paid-in capital in excess of par		—			41,327,209
Earnings accumulated during the development stage		(218,076	)		1,972,041
Total stockholders’ equity		(217,179	)		43,300,147
Total liabilities and stockholders’ equity		422,155			58,073,348

See accompanying notes to financial statements

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PHOENIX INDIA ACQUISITION CORP.

(a corporation in the development stage)

STATEMENT OF OPERATIONS

	Three months ended					Nine months ended					For the period from July 13, 2005
	September 30,					September 30,					(inception) to
	2008			2007		2008			2007		September 30,

Revenues:
Interest income	$	—		$	743,667	$	495,001		$	1,472,818	$	5,460,926

Expenses:
General and administrative expenses		19,350			120,075		831,153			240,447		2,364,729
Total expenses		19,350			120,075		831,153			240,447		2,364,729

Income before provision for income taxes		(19,350	)		623,592		(336,152	)		1,232,371		3,096,197

Provision for income taxes		—			218,257		—			431,330		1,460,308

Net income	$	(19,350	)	$	405,335	$	(336,152	)	$	801,041	$	1,635,889

Weighted average shares outstanding:
Basic		8,966,796			8,966,796		8,966,796			8,966,796		6,994,782
Diluted		8,966,796			14,897,217		8,966,796			14,858,252		12,092,031

Net income (loss) per share, basic	$	(0.00	)	$	0.05	$	(0.04	)	$	0.09	$	0.23
Net income (loss) per share, diluted	$	(0.00	)	$	0.03	$	(0.04	)	$	0.05	$	0.14

See accompanying notes to financial statements

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PHOENIX INDIA ACQUISITION CORP.

(a corporation in the development stage)

STATEMENTS OF STOCKHOLDERS’ EQUITY

For the period from July 13, 2005 (inception) to September 30, 2008

(UNAUDITED)

							Earnings
	Common Stock				Paid-in		Acccumulated
			Par Value		Capital in		During the		Total
			$0.0001		Excess of		Development		Stockholders’
	Shares		Amount		Par		Stage		Equity

Stock issuance - July 13, 2005		1,562,500		157	24,843		—		25,000
Net loss							(3,000	)	(3,000	)
Balance, at December 31, 2005 (Audited)		1,562,500		157	24,843		(3,000	)	22,000

Stock issuance on April 5, 2006 @$8.00		6,156,250		616	49,249,384		—		49,250,000
Stock issuance on April 5, 2006 @$8.00		923,437		92	7,387,404		—		7,387,496
Stock issuance on March 30, 2006 @$8.00		93,750		9	749,991		—		750,000
Proceeds from exercise of options on April 5, 2006		230,859		23	3,671		—		3,694
Expenses of offerings		—		—	(4,684,871	)	—		(4,684,871	)
Less: Proceeds subject to possible redemption of 1,415,229 shares, 19.99% of public shares are subject to redemption $7.65 per share		—		—	(10,826,505	)	—		(10,826,505	)
Net income		—		—	—		678,140		678,140
Balance, at December 31, 2006 (Audited)		8,966,796		897	41,903,917		675,140		42,579,954

Adjustment in value of shares subject to possible conversion					(576,708	)			(576,708	)
Net income		—		—	—		1,296,901		1,296,901
Balance, at December 31, 2007 (Audited)		8,966,796		897	41,327,209		1,972,041		43,300,147

Deferred underwriting fees written-off					2,265,500				2,265,500
Distribution					(43,592,709	)	(1,853,965	)	(45,446,674	)
Net loss		—		—	—		(336,152	)	(336,152	)
Balance, at September 30, 2008 (Unaudited)		8,966,796		897	—		(218,076	)	(217,179	)

See accompanying notes to financial statements\

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PHOENIX INDIA ACQUISITION CORP.

(a corporation in the development stage)

STATEMENTS OF CASH FLOW

(UNAUDITED)

							For period
							from July 13,
							2005
	For the Nine Months Ended						(inception) to
	September 30,						September 30,
	2008			2007			2008

Cash flows from operating activities
Net income (loss)	$	(336,152	)	$	801,042		$	1,635,889

Adjustment to reconcile net income (loss) to net cash
provided by operating activities:
Increase (decrease) in accrued interest receivable		116,279			(278	)		—
Increase (decrease) in prepaid expenses		13,750			(25,750	)		—
(Decrease) increase in accounts payable and accrued expenses		120,972			(84,116	)		515,253
Income taxes payable		(671,408	)		(205,671	)		—
Increase in refundable income taxes		(422,155	)					(422,155	)
Net cash used in operating activities		(1,178,714	)		485,227			1,728,987

Cash flows from investing activities:
Return of Trust Deposits		57,715,997			—			57,715,997
Payment to trust account		—			(1,469,755	)		(57,715,997	)
Net cash provided by (used in) investing activities		57,715,997			(1,469,755	)		—

Cash flows from financing activities:
Proceeds from notes payable, stockholders		85,282			—			85,282
Gross proceeds from public offering		—			—			56,637,496
Gross proceeds from private offering		—			—			750,000
Proceeds from exercise of management options		—			—			3,697
Payment of offering costs		—			—			(2,156,809	)
Proceeds from sale of common stock		—			—			25,000
Repayment of public & Private offering, stockholders		(56,849,887	)		—			(56,849,887	)
Payment of deferred offering costs								(223,766	)
Net cash used in financing activities		(56,764,605	)		—			(1,728,987	)

Net increase (decrease) in cash		(227,322	)		(984,528	)		—

Cash, beginning of period		227,322			1,085,202			—

Cash, end of period	$	(0	)	$	100,674		$	—

Cash paid during the period for:
Interest	$	—		$	—			—
Income taxes	$	671,408		$	—		$	1,460,308

Supplemental non-cash financing transactions
Accrual of costs of public offering	$	—		$	—		$	2,265,500
Write-off deferred underwriting fees	$	(2,265,500	)	$	—		$	(2,265,500	)

See accompanying notes to financial statements

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NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2008

1. Basis of Presentation

The financial statements for the three months ended September 30, 2008 are unaudited. In the opinion of management, all adjustments (consisting only of normal recurring accruals) have been made that are necessary to present fairly the financial position of Phoenix India Acquisition Corp. (the “Company”) as of September 30, 2008, and the results of its operations and its cash flows for the three months ended September 30, 2008, and period from July 13, 2005 (inception) to September 30, 2008, in conformity with generally accepted accounting principles. Operating results for the interim period are not necessarily indicative of the results to be expected for the full year.

2. Nature of Operations and Summary of Significant Accounting Policies`

Introduction

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

On March 1, 2008, the board of directors changed the direction of the Company and the Company entered into a Share Subscription Agreement (the “Subscription Agreement”) and a Shareholders Agreement (the “Shareholder Agreement”) with Citius Power Limited, a limited liability company incorporated under the laws of the Republic of Mauritius (“Citius Mauritius” or “Target”) and all of the existing shareholders of Citius Mauritius. Under these agreements we were to subscribe for 4,500,000 (Four Million Five Hundred Thousand) convertible preference shares (the “Convertible Preference Shares”) of Citius Mauritius, representing 65% of the equity shares of Citius Mauritius on an as converted fully diluted basis. Citius Mauritius through its 99.99% subsidiary, Citius Power Limited (“Citius India”) will acquire, own and operate already installed or build to own wind energy assets in India. The Subscription Agreement and the Shareholder Agreement expired on May 15, 2008.

On March 26, 2008, the Company’s Board of Directors voted to liquidate the trust for the benefit of stockholders excluding management. The Company’s officers notified American Stock Transfer & Trust Company, the trustee to liquidate the trust assets. The liquidation date was set for April 20, 2008, and funds were remitted to the stockholders by the trustee on April 21, 2008. The actual per-share redemption price was equal to the amount in the trust account (exclusive of the proceeds of the private placement) net of taxes, divided by the number of shares sold in our public offering. After taking into account any interest earned on the trust account, the per-share redemption price was approximately $8.03.

On April 8, 2008, the Company held its special shareholders meeting. A majority of the stockholders of the Company approved the proposed amendment of the Certificate of Incorporation and removed Article SIXTH, and redesignated Articles SEVENTH, EIGHT, AND NINTH as Articles SIXTH, SEVENTH, and EIGHTH, respectively. As a result, the Company does not have to be liquidated and will continue its efforts to close the

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announced transaction with the Target by raising new capital through a private placement or pursue other transactions.

On April 21, 2008, the trustee distributed all of the monies held in the trust account to all unit holders and shareholders with redemption right. The net cash per share or unit that was distributed was $8.03.

Cash and cash equivalents

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company maintains cash balances with financial institutions, which, at times, may exceed the Federal Deposit Insurance Corporation limit. The Company has not experienced any losses to date as a result of this policy, and management believes there is little risk of loss.

Net Income (Loss) Per Common Share

Net income (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period.

Derivative Financial Instrument

As described in Note 5, the Company has granted a Purchase Option to a representative of its underwriters. Based on Emerging Issues Task Force 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settle in, a Company’s Own Stock, the sale of the Purchase Option was reported in permanent equity and accordingly, there is no impact on the Company’s financial position and results of operations, except for the $100 in proceeds from the sale. Subsequent changes in fair value will not be recognized as long as the Purchase Option continues to be classified as an equity instrument.

The Company has determined, based on the Black-Scholes option pricing formula, the fair value of the Purchase Option at date of issuance, was $6.04 per share or approximately $2,602,859 in total, using a risk-free interest rate of 5.0%, expected life of five years and estimated volatility of 100.0%.

The volatility estimate of 100.0% is based on information currently available to management. Although an expected life of five years was used in the calculation, if the Company does not consummate a business combination within the prescribed time period and the Company liquidates, the Company believes the option will become worthless.

Use of Estimates

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

Income Taxes

Deferred income taxes are provided for the differences between the basis of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The effective tax rate differs from the statutory rate of 35.5% primarily due to all interest income being generated from tax-exempt securities.

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Recent Accounting Pronouncements

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

3. Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred operating losses and negative operating cash flow since inception and future losses are anticipated. The Company’s plan of operations, even if successful, may not result in cash flow sufficient to finance and expand its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Realization of assets is dependent upon continued operations of the Company, which in turn is dependent upon management’s plans to meet its financing requirements and the success of its future operations. These financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

We plan to raise additional capital with a view to making ourselves an attractive vehicle to acquire a business. We will then seek a suitable acquisition candidate. No such business has been identified and we are therefore subject to a number of risks, including: any acquisition consummated by us may turn out to be unsuccessful; investors in us will not know what operating business, if any, will be acquired, including the particular industry in which the business operates, and whether dilutive financing will be required therewith; the historical operations of a specific business opportunity may not necessarily be indicative of the potential for the future; we may acquire a company in the early stage of development, causing us to incur further risks; we may be dependent upon the management of an acquired business which has not proven its abilities or effectiveness; we will be controlled by a small number of stockholders, and such control could prevent the taking of certain actions that may be beneficial to other stockholders; our common stock will likely be thinly traded; and the public market may provide little or no liquidity for holders of our common stock.

4. Income Taxes

Effective January 1, 2007, we adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109” (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in the Company’s financial statements in accordance with FASB 1099, “Accounting for Income Taxes,” and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Management has evaluated and concluded that there are no significant tax provisions requiring recognition in the Company’s financial statements as of January 1, 2008. The evaluation was performed for the tax years ended December 31, 2007 and 2006, which remain subject to examination for Federal and state purposes as of September 30, 2008.

The Company’s policy is to classify assessments, if any, for tax related interest as interest expenses and penalties as general and administrative expenses.

5. Notes Payable, Stockholders

As of September 30, 2008, the Company issued unsecured promissory notes to management of the Company totaling $85,282. The Notes bear interest at the rate of 4% per annum.

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6. Related Party Transaction

The Company has agreed to pay Phoenix Capital Partners LLC, a company of which an executive officer is the sole member, an administrative fee of $5,000 per month for office space and general and administrative services from the effective date of the Public Offering through the acquisition date of a target business. This agreement expired as of March 31, 2008.

7. Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences, as may be determined from time to time by the Board of Directors.

8. Per Share Information

In accordance with SFAS No. 128, “Earnings Per Share”, basic earnings per common share (“Basic EPS”) is computed by dividing the net income by the weighted-average number of shares outstanding. Diluted earnings per common share (“Diluted EPS”) are computed by dividing the net income by the weighted-average number of common shares and dilutive common share equivalents and warrants then outstanding. SFAS No. 128 requires the presentation of both Basic EPS and Diluted EPS on the face of the Company’s Condensed Statements of Income. Common share equivalents totaling 860,074 were excluded from the computation with respect to the three months ended September 30, 2008 and for the period since inception on July 13, 2005 to September 30, 2008, as their impact would have been anti-dilutive.

The following table sets forth the computation of basic and diluted per share information:

PHOENIX INDIA ACQUISITION CORP.

(a corporation in the development stage)

EARNINGS PER SHARE

(UNAUDITED)

	Three Months Ended September 30,					Nine Months Ended September 30,					For the period from April 13, 2005 to
	2008			2007		2008			2007		September 30, 2008

Numerator:
Net Income (loss)	$	(19,350	)	$	405,335	$	(336,152	)	$	801,041	$	1,635,889

Denominator:
Weighted-average common shares outstanding		8,966,796			8,966,796		8,966,796			8,966,796		6,994,782
Dilutive effect of warrants		—			5,930,421		—			5,891,456		5,097,249
Weighted-average common shares outstanding, assuming dilution		8,966,796			14,897,217		8,966,796			14,858,252		12,092,031

Net Income Per Share:
Basic	$	(0.00	)	$	0.05	$	(0.04	)	$	0.09	$	0.23
Diluted		(0.00	)	$	0.03		(0.04	)	$	0.05	$	0.14

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

Forward Looking Statements

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

DESCRIPTION OF BUSINESS

We are inactive and are currently considered a “shell” company by the SEC, and we have no operations. We were organized as a blank check company to serve as a vehicle to acquire, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business.

Company is a Blank Check Company

At present, the Company has no sources of revenue and has no specific business plan or purpose. The Company’s business plan is to seek a Business Combination. As a result, the Company is a “blank check” or “shell” company. Many states have inacted statutes, rules and regulations limiting the sale of securities of shell companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in the Company’s securities or undertake any offering of the Company’s securities, either debt or equity, until such time as the Company has successfully implemented its business plan and closed on a suitable Business Combination.

Critical Accounting Policies.

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

Results of Operations for the Three and Six Months Ending September 30, 2008

For the three and nine months ending September 30, 2008, we had a net loss of $19,350 and $336,152, respectively primarily as a result of interest income received on funds held in trust offset in part by consulting and professional fees and other operating expenses.

For the three month period ending September 30, 2008, the trust account earned no interest. For the nine month period ending September 30, 2008, the trust account earned $495,001 in interest.

Liquidity and Capital Resources.

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

Our net proceeds from the sale of our units, including amounts from exercise of the underwriters’ over-allotment option and the private placement, after deducting certain offering expenses of approximately $722,713, (including the proceeds from the underwriters’ overallotment), and underwriting discounts of approximately $1,699,124, were approximately $55,350,000. Of this amount, on April 21, 2008, approximately $58,214,833 less taxes held in trust was distributed by the trustee to the shareholders with redemption rights at $8.03 per share and/or unit. Included in such distributed amount was the deferred underwriting fee of $2,265,500 which was reflected as an increase in additional paid in capital.

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

On April 21, 2008, the trustee distributed $8.03 per share and/or unit to shareholders with redemption rights.

Off-Balance Sheet Arrangements.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the sensitivity of income to changes in interest rates, foreign exchanges, commodity prices, equity prices, and other market-driven rates or prices. We are not presently engaged in and, if a suitable business target is not identified by us prior to the prescribed liquidation date of the trust fund, we may not engage in, any substantive commercial business. Accordingly, we are not and, until such time as we consummate a business combination, we will not be, exposed to risks associated with foreign exchange rates, commodity prices, equity prices or other market-driven rates or prices. The net proceeds of our initial public offering held in the trust fund have been invested only in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 or United States treasury bills. Given our limited risk in our exposure to these money market funds and treasury bills, we do not view the interest rate risk to be significant.

Item 4T. Controls and Procedures.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including our principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, we completed an evaluation under the supervision and with the participation of our President and Chief Strategy Officer of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, the Company’s President and Chief Strategy Officer, concluded that our disclosure controls and procedures as of September 30, 2008 had deficiencies that caused the Company’s controls and procedures to be ineffective. These deficiencies consisted of inadequate staffing and supervision that could lead to the untimely identification and resolution of accounting and disclosure matters and failure to perform timely and effective reviews. Management is presently evaluating its options with its auditor to address these deficiencies. During the period covered by this Quarterly Report on Form 10-Q, there has been no change in our internal control

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over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 1A. Risk Factors.

Risks associated with our business

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

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

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

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

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

Our certificate of incorporation authorizes the issuance of up to 89,000,000 shares of common stock, par value $.0001 per share, and 1,000,000 shares of blank check preferred stock, par value $.0001 per share. As of March 31, 2008, there were 80,033,234 authorized but unissued shares of our common stock available for issuance (after appropriate reservation for the issuance of shares upon full exercise of our outstanding warrants) and all of the 1,000,000 shares of blank check preferred stock available for issuance. We will issue a substantial number of additional shares of our common stock or blank check preferred stock, or a combination of common and blank check preferred stock, to complete a business combination. The issuance of additional shares of our common stock or any number of shares of our blank check preferred stock:

·	Will significantly reduce the equity interest of current stockholders;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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possible that, even if we are able to successfully assert a defense to a claim by warrant holders due to the impossibility of registration, a court may impose monetary damages on us to compensate warrant holders due to the change in circumstances that led to us being unable to fulfill our obligations.

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

We do not have an audit committee. Pursuant to SEC regulations, the entire Board of Directors of a company without an audit committee acts as the audit committee. All of the members of our Board of Directors are also officers and therefore not independent. Therefore, we do not have solely independent directors reviewing our financial statements, making it more difficult for us to discover if there was any fraud in connection with the preparation of our financial statements.

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

If we have insufficient funds to complete any transaction through our private placement efforts, we will be required to seek additional financing. We cannot assure our stockholders that such financing would be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to consummate the proposed transaction, we would be compelled to restructure the transaction or abandon it altogether and seek an alternative target business candidate. In addition, we may not have a sufficient amount of working capital available to finding an alternate suitable business combination without securing additional financing. If we were unable to secure additional financing, we would most likely fail to consummate a business combination. In addition, if we consummate an alternate business combination, we may require additional financing to fund the operations or growth of the target business. The failure to secure additional financing could limit the development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after a business combination.

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

Our ability to successfully effect our investment in any target will be totally dependent upon the efforts of the members of our management team. The future role of our management following the transaction, however, cannot presently be fully ascertained. Although we expect our officers and directors to remain associated with us following the transaction, we may employ other personnel following the business combination. Moreover, our current management will only be able to remain with the combined company after the transaction if they are able to negotiate and agree to mutually acceptable employment terms as part of any such transaction, which terms would be disclosed to stockholders in any statement relating to such transaction. In making the determination as to whether current management should remain with us following the transaction, management will analyze the experience and skill set of the target business’ management and negotiate that certain members of current management remain, if it is believed to be in the best interests of the combined company subsequent to the transaction. The terms of any employment or consulting arrangements of our current management with the combined company post-transaction will be determined at the time the transaction closes. Since our current management will be negotiating the terms of the transaction as well as the terms of their employment or consulting arrangements, our current management may have a conflict of interest in negotiating terms favorable to the company in the agreement and at the same time negotiating terms in their employment or consulting arrangements that are favorable to them. Although management intends to fully exercise its fiduciary duty to negotiate terms that will be in the best interests of the combined-company and its public stockholders, members of management may be negotiating terms in their employment or consulting agreements that are favorable to them. While we intend to closely scrutinize any additional individuals we engage after a business combination, we cannot assure our stockholders that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a public company, as well as United States securities laws, which could cause us to have to expend time and resources helping them

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become familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues, which may result in our operations becoming less efficient.

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

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

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

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

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

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

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

Not applicable.

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Item 3. Defaults Upon Senior Securities.

Not applicable.

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

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

(b) Exhibits

31	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

32	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PHOENIX INDIA ACQUISITION CORP.

Date: November 19, 2008	By:	/s/ Ramesh Akella
		Ramesh Akella
		President, Chief Strategy Officer and Director (Principal Executive Officer and Principal Financial Officer)

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Phoenix India Acquisition Corp. 10-Q