1336775--4/15/2008--Phoenix_India_Acquisition

related topics

{interest, director, officer}

{operation, international, foreign}

{regulation, change, law}

{stock, price, share}

{acquisition, growth, future}

{cost, operation, labor}

{control, financial, internal}

{competitive, industry, competition}

{system, service, information}

{regulation, government, change}

{property, intellectual, protect}

{tax, income, asset}

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. If we are forced to liquidate before a business combination, our public stockholders will receive less than $8.00 per share upon distribution of the trust account and our warrants will expire worthless. Our stockholders will not be entitled to protections normally afforded to investors of blank check companies. If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share liquidation price received by stockholders may be less than $7.77 per share and the per share redemption price for redeeming stockholders could be less than $7.65. Since we have not currently selected any target business with which to complete a business combination, investors are unable to currently ascertain the merits or risks of the target business operations. We will be dependent upon interest earned on the trust account to fund our search for a target company and consummation of a business combination. Because there are numerous companies with business plans similar to ours seeking to effectuate business combinations, it may be more difficult for us to do so. We may 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 ability to successfully effect a business combination and to be successful afterward will be totally dependent upon the efforts of our management, some of whom may join us following a business combination 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 consummation of a business combination. 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 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. All of our officers and directors own shares of our common stock which will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether or not a particular target business is appropriate for a business combination. Our officers and directors own shares that are subject to early release from escrow if a business combination involves a change of control, and, therefore, they may have a conflict of interest in determining how to structure a business combination. Our officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the available funds outside the trust account, unless the business combination is consummated and, therefore, they may have a conflict of interest in determining whether or not a particular target business is appropriate for a business combination and in the public stockholders best interest. 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 the transaction or abandon a particular business combination. Our directors may not be considered independent under the policies of the North American Securities Administrators Association, Inc. We may choose to redeem our outstanding warrants at a time that is disadvantageous to the warrant Our warrant holders may not be able to exercise their warrants, which may create liability for us. We do not have an Audit Committee composed solely of independent directors and therefore our financial statements have not been subject to independent review. Risks associated with the outsourcing industry in India There is intense competition in the market for outsourcing services. An acquired businesses revenues could be significantly affected if the laws of the government in which it operates, restrict companies from outsourcing work to foreign companies. Wage pressures in India may prevent an acquired company from sustaining a competitive advantage and may reduce its profit margins. Exchange controls in India may limit our ability to utilize our cash flow effectively following a business combination. Returns on investment in Indian companies may be decreased by withholding and other taxes. 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 cause a business combination to be more expensive. Certain sectors of the Indian economy are subject to government regulations that limit foreign ownership, which limits our ability to achieve our business objective which is to acquire one or more operating businesses with primary operations in India. The requirement that Indian companies provide accounting statements that are in compliance with United States Generally Accepted Accounting Principles (GAAP) may limit the potential number of acquisition targets. 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 following a business combination. The laws of India may not protect intellectual property rights to the same extent as those of the United States, and we may be unsuccessful in protecting intellectual property rights following a business combination and may also be subject to third party claims of intellectual property infringement. Following a business combination, we may be liable to our clients for damages caused by disclosure of confidential information or system failures.

Full 10-K form ▸

1336775--4/15/2008--Phoenix_India_Acquisition_Corp.