SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Wadekar Shekhar

(Last)

(First)

(Middle)

C/O PHOENIX INDIA ACQUISITION CORP.

645 MADISON AVENUE, 12TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/30/2006

3. Issuer Name and Ticker or Trading Symbol
Phoenix India Acquisition Corp. [ OTCBB____ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Exec. VP, Sec. & Treasurer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	100,097⁽¹⁾	I	By The Aurora Trust
Common Stock	100,097⁽²⁾	I	By The Luna Trust
Common Stock	37,110⁽²⁾	I	By The Morningstar Trust
Common Stock	37,109⁽²⁾	I	By The Sunrise Trust
Common Stock	386,718	I	By Phoenix India Management Company LLC⁽³⁾
Common Stock	93,750⁽⁴⁾	I	By Phoenix India Management Company LLC⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽⁵⁾	05/18/2006	Common Stock and Warrants	21,931	$0.016	I	By The Aurora Trust⁽¹⁾
Stock Option (Right to Buy)	⁽⁵⁾	05/18/2006	Common Stock and Warrants	21,931	$0.016	I	By The LunaTrust⁽²⁾
Stock Option (Right to Buy)	⁽⁵⁾	05/18/2006	Common Stock and Warrants	5,494	$0.016	I	By The Morningstar Trust⁽²⁾
Stock Option (Right to Buy)	⁽⁵⁾	05/18/2006	Common Stock and Warrants	5,494	$0.016	I	By The Sunrise Trust⁽²⁾
Warrant (Right to Buy)	⁽⁶⁾	03/30/2011	Common Stock	148,437	$5	I	By The Aurora Trust⁽¹⁾
Warrant (Right to Buy)	⁽⁶⁾	03/30/2011	Common Stock	148,437	$5	I	By The Luna Trust⁽²⁾
Warrant (Right to Buy)	⁽⁶⁾	03/30/2011	Common Stock	37,110	$5	I	By The Morningstar Trust⁽²⁾
Warrant (Right to Buy)	⁽⁶⁾	03/30/2011	Common Stock	37,109	$5	I	By The Sunrise Trust⁽²⁾
Warrant (Right to Buy)	⁽⁶⁾	03/30/2011	Common Stock	93,750⁽⁴⁾	$5	I	By Phoenix India Management Company LLC⁽³⁾

Explanation of Responses:

1. The Aurora Trust is a trust established for the benefit of Mr. Wadekar.

2. Represents securities held by the Morningstar Trust, the Sunrise Trust, or the Luna Trust (collectively, the "Wadekar Family Trusts"). Each of the Morningstar and the Sunrise Trust, are trusts which were established for the benefit of Mr. Wadekar's two daughters and the Luna Trust was established for the benefit of Mr. Wadekar's wife. Mr. Wadekar disclaims beneficial ownership of the securities held by the Wadekar Family Trusts.

3. Mr. Wadekar is a member of Phoenix India Management Company LLC. Mr. Wadekar has a pecuniary interest in only 96,680 of the shares, and 23,437 of the units, held by such entity.

4. The reported securities are included within 93,750 units held by Phoenix India Management Company LLC. Each unit consists of one share of common stock and one warrant to purchase common stock.

5. The options are only exercisable in the event that the underwriters in the initial public offering of Phoenix India Acquisition Corp. exercise their over-allotment option, and then only to the extent necessary to maintain the percentage ownership of the applicable stockholder's percentage ownership of Phoenix India Acquisition Corp. after taking into account the exercise of the over-allotment option. After the exercise of the over-allotment option by the underwriters, the applicable stockholder will have three business days to exercise such stockholder's option.

6. The warrants will become exercisable on the later of (i) the completion by the issuer of a business combination with a target company and (ii) 3/30/2007.

	/s/ Shekhar G. Wadekar	03/30/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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