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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
India Globalization Capital, Inc.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
45408X100
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(CUSIP Number)
Lois R. Solomon, Esq.
500 Skokie Blvd., Suite 350
Northbrook, IL 60062
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 7, 2008
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL
NUMBER.
CUSIP No. 45408X100 Page 2 of 6
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1. Names Of Reporting Persons.
I.R.S. Identification Nos. of Above Persons (Entities Only).
Stephen S. Taylor, Jr.
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) OR 2(e)
[ ]
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6. Citizenship or Place of Organization
United States
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7. Sole Voting Power
Number of
20,000 shares of Common Stock
Warrants to purchase 795,390 shares of Common Stock
Shares -----------------------------------------------------------------
8. Shared Voting Power
Beneficially
0
Owned by Each -----------------------------------------------------------------
9. Sole Dispositive Power
Reporting
20,000 shares of Common Stock
Warrants to purchase 795,390 shares of Common Stock
Person -----------------------------------------------------------------
10. Shared Dispositive Power
With
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
20,000 shares of Common Stock
Warrants to purchase 795,390 shares of Common Stock
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12. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions)
[ ]
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13. Percent of Class Represented by Amount in Row (11)
8.71%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 45408X100 Page 3 of 6
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Item 1. Security and Issuer
This statement on Schedule 13D relates to the Common Stock, $0.0001 par value
per share, of India Globalization Capital, Inc., a Maryland corporation (the
"Issuer"), the principal executive offices of which are located at 54336
Montgomery Avenue, Bethesda, MD 20814.
Item 2. Identity and Background
(a) Name: Stephen S. Taylor, Jr.
(b) Business Address: 1376 N. Doheny Drive, Los Angeles, CA 90069
(c) Present Principal Occupation: Private investor.
(d) Mr. Taylor has not, during the last five (5) years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five (5) years, Mr. Taylor was not a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was not or is not subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Taylor acquired 20,000 shares of Common Stock and Warrants to purchase
795,390 shares of Common Stock of the Issuer for total consideration of
$624,088.28. The source of the funds was his personal resources.
Item 4. Purpose and Transaction
Mr. Taylor may, from time to time, purchase additional shares of the Issuer or
sell shares of the Issuer depending on various factors including market price
and availability of shares. Subject to the foregoing and the last sentence under
this Item. Mr. Taylor states that he purchased shares of the Issuer for
investment. Mr. Taylor considers the securities substantially undervalued. Mr.
Taylor may hold general discussions with management and/or other shareholders.
Mr. Taylor has no plans or proposals which relate to or which would result in:
a. The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
c. A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
d. Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
e. Any material change in the present capitalization or dividend policy of
the issuer;
CUSIP No. 45408X100 Page 4 of 6
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f. Any other material change in the issuer's business or corporate
structure, including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
Section 13 of the Investment Company Act of 1940;
g. Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the issuer by any person;
h. Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
i. A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
j. Any action similar to any of those enumerated above.
Mr. Taylor intends continually to review his investment in the securities of the
Issuer and, based on such review and the circumstances, may form a plan or
proposal which could relate to or result in one of the actions enumerated in
paragraphs (a) through (j) above.
Item 5. Interest in Securities of the Issuer.
(a) Stephen S. Taylor, Jr. has beneficial and legal ownership of 20,000 shares
of Common Stock and Warrants to purchase 795,390 shares of Common Stock of
the Issuer, of which 5,000 shares of Common Stock and 444,431 of the
Warrants to purchase shares of Common Stock are held in an individual
retirement account for his benefit. Accordingly, Mr. Taylor may be deemed
to own beneficially a total of 20,000 shares of Common Stock and Warrants
to purchase 795,390 shares of Common Stock of the Issuer, constituting
8.71% of the Issuer's shares of common stock outstanding as of March 10,
2008.
(b) Stephen S. Taylor, Jr. has the sole power to vote and to dispose or direct
the disposition of 20,000 shares of Common Stock and Warrants to purchase
795,390 shares of Common Stock of the Issuer.
CUSIP No. 45408X100 Page 5 of 6
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(c) Mr. Taylor made the following purchases of the Issuer's Common Stock and
Warrants to purchase Common Stock of the Issuer on the open market since
April 22, 2008 (the asterisks designate the Common Stock and Warrants
purchased in Mr. Taylor's Individual Retirement Account):
Date of Transaction Common or Warrant Quantity Avg Price Total Price
4/24/08 Warrant 6,296 .84 $ 5,376.64*
4/25/08 Warrant 40,000 .84 33,723.00*
4/28/08 Warrant 5,000 .8375 4,213.29*
4/28/08 Common 5,000 4.8932 24,623.77*
4/29/08 Warrant 14,069 .8382 11,880.75
4/29/08 Warrant 25,000 .8382 21,088.20*
5/7/08 Warrant 8,500 .80 6,897.00
5/8/08 Warrant 5,000 .80 4,072.00
5/12/08 Warrant 21,085 .75 15,911.00
5/13/08 Warrant 3,915 .75 2,974.00
5/23/08 Warrant 10,000 1.00 10,124.00
5/23/08 Warrant 5,000 1.00 5,088.00*
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
None
CUSIP No. 45408X100 Page 6 of 6
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
6/4/08
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Date
/s/ Stephen S. Taylor, Jr.
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Signature
Stephen S. Taylor, Jr.
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Name/Title
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).