UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549


FORM
      10-Q




(Mark
      One)




x
            
            Quarterly
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934
              
              For the quarterly period ended April
                30, 2006




o
            Transition
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934
              
              For
                the transition period from _____________ to
                _____________




Commission
      File Number: 000-51869




Global
      Services Partners Acquisition Corp.


(Exact
      Name of Small Business Issuer as Specified in Its Charter)




Delaware
              (State
                or other Jurisdiction of
              Incorporation
                or Organization)
            20-3290391
              (I.R.S.
                Employer
              Identification
                No.)




3130
      Fairview Park Drive, Suite 500, Falls Church, VA
      22042


(Address
      of Principal Executive Office)   (Zip
      Code)




(703)
      373-3143


(Issuer's
      Telephone Number, Including Area Code)




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 o No x




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one): Large Accelerated filer o
      Accelerated Filer o
      Non-Accelerated Filer x




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




As
      of
      June 13, 2006 920,100 shares of common stock, par value $.0001 per share, and
      5,980,000 shares of Class B common stock, par value $.0001 per share, were
      issued and outstanding.




Transitional
      Small Business Disclosure Format (check one): Yes o No x










Part
                I: Financial InformationItem
                  1. Financial Statements (Unaudited):Condensed
                  Balance Sheet
              3Condensed
                  Statements of Operations
              4Condensed
                  Statements of Stockholder's Equity
              5Condensed
                  Statement of Cash Flows
              6Notes
                  to Unaudited Condensed Financial Statements
              7Item
                  2. Management's Discussion and Analysis of Financial Condition
                  and Results
                  of Operations
              12Item
                  3. Quantitative And Qualitative Disclosures About Market
                  Risk
              13Item
                  4. Controls and Procedures
              14Part
                  II. Other Information.Item
                  1A. Risk Factors
              15Item
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds
              15Item
                  6. Exhibits
              15Signatures
              16









PART
      I -
      FINANCIAL INFORMATION





ITEM
      1.
      FINANCIAL STATEMENTS.


GLOBAL
      SERVICES PARTNERS ACQUISITION CORP.


**(a
      corporation in the development stage)**


**Condensed
      Balance Sheet**


**April
      30, 2006**


**(Unaudited)**


**ASSETS****Current
                  Assets:**Cash
                  and cash equivalents
              
              $
              1,759,401Investments
                  held in Trust Fund (Note 1)
              
              
              30,214,933Prepaid
                  expenses
              
              
              5,500**Total
                  assets**
              
              $
              31,979,834**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****Current
                  Liabilities:**Notes
                  payable to initial securityholders (Note 5 and 8)
              
              $
              52,500Accrued
                  registration costs
              
              
              135,629Accrued
                  expenses
              
              
              12,556Total
                  current liabilities
              
              
              200,685**Common
                  stock, Class B subject to possible conversion, (Note
                  1)**(1,195,402
                  shares at conversion value)
              
              
              6,039,965**Commitments**(Note
                  4)**Stockholders'
                  Equity**(Note
                  2, 6 and 7):Preferred
                  stock, par value $.0001 per share, 5,000 shares authorized, 0 shares
                  issued
              
              
              —Common
                  stock, par value $.0001 per share, 24,000,000 shares authorized,
                  920,100
                  issued and outstanding
              
              
              92Common
                  stock, Class B, par value $.0001 per share, 7,000,000 shares authorized,
                  4,784,598 shares issued and outstanding (which excludes 1,195,402
                  shares
                  subject to possible conversion)
              
              
              478Additional
                  paid-in-capital
              
              
              25,742,751Deficit
                  accumulated in the development stage
              
              
              (4,137
              )**Total
                  stockholders' equity**
              
              
              25,739,184**Total
                  liabilities and stockholders' equity**
              
              $
              31,979,834




***See
      Notes to Unaudited Condensed Financial Statements.***




3




GLOBAL
        SERVICES PARTNERS ACQUISITION CORP.


**(a
      corporation in the development stage)**


**Condensed
      Statements of Operations**




**(Unaudited)**


**Three
                    months ended**
                  **April
                    30, 2006**
              
              **Period
                        from inception**
                      **(August
                        10, 2005)**
                      **to**
                      **April
                        30, 2006****Revenue**
              
              $
              —
              
              $
              —**Operating
                  expenses:**General
                  and administrative expenses
              
              
              6,060
              
              
              20,070**Loss
                  from operations**
              
              
              (6,060
              )
              
              (20,070
              )**Interest
                  income**
              
              
              15,933
              
              
              15,933**Income
                  (loss) before provision for income taxes**
              
              
              9,873
              
              
              (4,137
              )Provision
                  for income taxes
              
              
              —
              
              
              —**Net
                  income (loss)**
              
              $
              9,873
              
              $
              (4,137
              )Accretion
                    relating to Class B common stock subject to possible
                    conversion
              
              
              (3,185
              )
              
              (3,185
              )**Net
                    income (loss) attributable to other Class B
                    stockholders** **and
                    common stockholders**
              
              $
              6,688
              
              $
              (7,322
              )Weighted
                  average number of shares outstanding, basic and diluted
              
              
              465,269
              
              
              156,918**Net
                  income (loss) per share,**basic
                  and diluted
              
              $
              0.01
              
              $
              (0.05
              )







***See
      Notes to Unaudited Condensed Financial Statements.***




4




GLOBAL
        SERVICES PARTNERS ACQUISITION CORP.


**(a
      corporation in the development stage)**


**Condensed
      Statement of Stockholder’s Equity**


**For
      the period from inception (August 10, 2005) to April 30, 2006**


**Common
                  Stock**
              
              **Common
                  Stock, Class B**
              
              **Additional**
                  **Paid-In**
              
              **Deficit
                      accumulated in the development****Shares**
              
              **Amount**
              
              **Shares**
              
              **Amount**
              
              **Capital**
              
              **stage**
              
              **Total****Balance,**August
                  10, 2005 (inception)
              
              
              —
              
              $
              —
              
              
              —
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —Issuance
                  of Common Stock for cash
              
              
              100
              
              
              —
              
              
              —
              
              
              —
              
              
              500
              
              
              —
              
              
              500Value
                    of 3,075,000 Warrantsat
                    $0.05 Per Warrant
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              153,750
              
              
              —
              
              
              153,750Sale
                    of 460,000 Series A Units and 2,990,000 Series
                    B Units through public offering net of underwriter’s
                    discount and offering expenses and net of proceeds of $6,036,780
                    allocable
                    to 1,195,402 shares of common stock, Class B subject to possible
                    conversion
              
              
              920,000
              
              
              92
              
              
              4,784,598
              
              
              478
              
              
              25,591,586
              
              
              
              
              
              25,592,156Proceeds
                  from sale of underwriters’ purchase option
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              100
              
              
              —
              
              
              100Accretion
                    relating to Class B commonstock
                    subject to possible conversion (Unaudited)
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (3,185
              )
              
              —
              
              
              (3,185
              )Net
                  loss for the period (Unaudited)
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (4,137
              )
              
              (4,137
              )**Balance,**April
                  30, 2006 (Unaudited)
              
              
              920,100
              
              $
              92
              
              
              4,784,598
              
              $
              478
              
              $
              25,742,751
              
              $
              (4,137
              )
              $
              25,739,184




***See
      Notes to Unaudited Condensed Financial Statements.***




5




**GLOBAL
      SERVICES PARTNERS ACQUISITION CORP.**


**(a
      corporation in the development stage)**


**Condensed
      Statement of Cash Flows**


**For
      the period from inception (August 10, 2005) to April 30,
      2006**




**(Unaudited)**


**CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  loss for the period
              
              $
              (4,137
              )Changes
                  in operating assets and liabilities:Increase
                  in prepaid expenses
              
              
              (5,500
              )Interest
                  receivable on investments held in Trust Fund
              
              
              (15,933
              )Increase
                  in accrued expenses
              
              
              12,556**Net
                  cash used in operating activities**
              
              
              (13,014
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Cash
                  contributed to Trust Fund
              
              
              (30,199,000
              )**Net
                  cash used in investing activities**
              
              
              (30,199,000
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Proceeds
                  from issuance of common stock to initial stockholder
              
              
              500Proceeds
                  from issuance of warrants
              
              
              153,750Proceeds
                  from notes payable to initial securityholders
              
              
              52,500Proceeds
                  from sale of underwriters’ purchase option
              
              
              100Portion
                  of net proceeds from sale of Series B units through public offering
                  allocable to shares of common stock, Class B subject to possible
                  conversion to cash
              
              
              6,036,780Net
                  proceeds from sale of units through public offering allocable to
                  stockholders' equity
              
              
              25,727,785**Net
                  cash provided by financing activities**
              
              
              31,971,415**Net
                  increase in cash and cash equivalents**
              
              
              1,759,401**Cash
                  and cash equivalents**Beginning
                  of period
              
              
              —End
                  of period
              
              $
              1,759,401**Supplemental
                  disclosure of non-cash financing activities:**Accrued
                  registration costs
              
              $
              135,629Fair
                  value of underwriters' purchase optionincluded
                  in offering costs
              
              $
              360,000Accretion
                  relating to Class B common stock subject to possible
                  conversion
              
              $
              3,185




***See
      Notes to Unaudited Condensed Financial Statements.***




6
 
  GLOBAL
        SERVICES PARTNERS ACQUISITION CORP.
 (a
        corporation in the development stage)
  NOTES
        TO FINANCIAL
        STATEMENTS


**NOTE
      1 - ORGANIZATION AND BUSINESS OPERATIONS**





Global
      Services Partners Acquisition Corp. (the "Company") was incorporated in Delaware
      on August 10, 2005 to serve as a vehicle to effect a merger, capital stock
      exchange, asset acquisition or other similar business combination with a
      currently unidentified operating business in the security industry (a “Target
      Business”). All activity from inception (August 10, 2005) through the
      consummation of the Company’s initial public offering (“Offering”) on
      April 25, 2006 was related to the Company’s formation and capital raising
      activities. Following the consummation of the Company’s Offering on
      April 25, 2006 through April 30, 2006, the Company’s activity has been
      limited to investigating and identifying potential Target Businesses. The
      Company has selected July 31st as its fiscal year end.





The
      Company is considered to be a development stage company and as such the
      financial statements presented herein are presented in accordance with Statement
      of Financial Accounting Standards ("SFAS") No. 7.





The
      registration statement for the Company's initial public offering ("Offering")
      was declared effective on April 18, 2006. The Company consummated the Offering
      on April 25, 2006 for net proceeds of approximately $31.6 million. The Company's
      management has broad authority with respect to the application of the proceeds
      of the Offering although substantially all of the proceeds of the Offering
      are
      intended to be applied generally toward consummating a merger, capital stock
      exchange, asset acquisition or other similar transaction with a Target Business
      (a "Business Combination"). An amount of $30,214,933 (which includes accrued
      interest of $15,933 as of April 30, 2006) is being held in an interest-bearing
      trust account (“Trust Fund”) to be returned to the holders of Class B common
      stock if a Business Combination is not contracted in 18 months, or consummated
      in 24 months, subsequent to the Offering (the "Target Business Acquisition
      Period"). In the event there is no Business Combination, the Company will
      dissolve and any remaining net assets, after the distribution of the Trust
      Fund
      to Class B stockholders, will be distributed to the holders of common stock
      sold
      in the Offering.





Both
      the
      Company's common stock and Class B common stock have one vote per share.
      However, the Class B common stockholders may, and the common stockholders may
      not, vote in connection with a Business Combination. Further, should a Business
      Combination not be consummated during the Target Business Acquisition Period,
      the Trust Fund would be distributed pro-rata to all of the Class B common
      stockholders and their Class B common shares would be cancelled and returned
      to
      the status of authorized but unissued shares. Common stockholders will receive
      none of the proceeds from the Trust Fund should a Business Combination not
      be
      consummated.





The
      Company, after signing a definitive agreement for a Business Combination, is
      obliged to submit such transaction for approval by a majority of the Class
      B
      common stockholders of the Company. Class B common stockholders that vote
      against such proposed Business Combination are, under certain conditions,
      entitled to convert their shares into a pro-rata distribution from the Trust
      Fund (the "Conversion Right"). The actual per-share conversion price will be
      equal to the amount in the Trust Fund (inclusive of any interest thereon) as
      of
      two business days prior to the proposed Business Combination, divided by the
      number of Class B shares sold in the Offering, or approximately $5.05 per share
      based on the value of the Trust Fund as of April 30, 2006. As a result of the
      Conversion Right, $6,039,965 (including accretion of $3,185 through April 30,
      2006) has been classified in Common Stock, Class B subject to possible
      conversion on the accompanying balance sheet as of April 30, 2006. In the event
      that holders of a majority of the outstanding shares of Class B common stock
      vote for the approval of the Business Combination and that holders owning 20%
      or
      more of the outstanding Class B common stock do not exercise their Conversion
      Rights, the Business Combination may then be consummated. Upon completion of
      such Business Combination and the payment of any Conversion Rights (and related
      cancellation of Class B common stock), the remaining shares of Class B common
      stock would be converted to common stock.




7


GLOBAL
        SERVICES PARTNERS ACQUISITION CORP.
 (a
        corporation in the development stage)
  NOTES
        TO FINANCIAL
        STATEMENTS


**NOTE
      2 - OFFERING**





In
      the
      Offering, effective April 18, 2006 (closed on April 25, 2006), the Company
      sold
      to the public an aggregate of 460,000 Series A Units (the “Series A Units” or a
“Series A Unit”) and 2,990,000 Series B Units (the “Series B Units” or a “Series
      B Unit”) at a price of $8.50 and $10.10 per unit, respectively inclusive of an
      over-allotment option issued to the underwriters to purchase additional Series
      A
      Units and Series B Units, which was exercised in full. Proceeds from the
      Offering, totaled approximately $31.6 million, which was net of approximately
      $2.5 million in underwriting and other expenses incurred through April 25,
      2006.
      Each Series A Unit consists of two shares of the Company's common stock, and
      ten
      Class Z Warrants (each a "Class Z Warrant"). Each Series B Unit consists of
      two
      shares of the Company's Class B common stock, and two Class W Warrants (each
      a
“Class W Warrant”).





Each
      Class W Warrant entitles the holder to purchase from the Company one share
      of
      common stock at an exercise price of $5.00, subject to adjustment in certain
      circumstances, commencing on the later of (a) April 18, 2007 and (b) the
      completion of a Business Combination. The Class W Warrants will expire on April
      17, 2011 or earlier upon redemption. Each Class Z Warrant entitles the holder
      to
      purchase from the Company one share of common stock at an exercise price of
      $5.00, subject to adjustment in certain circumstances, commencing on the later
      of (a) April 18, 2007 and (b) the completion of a Business Combination. The
      Class Z Warrants will expire on April 17, 2013 or earlier upon redemption.
      The
      Company may redeem the outstanding Class W Warrants and/or Class Z Warrants
      with
      the prior consent of HCFP/Brenner Securities LLC ("HCFP"), the representative
      of
      the underwriters of the Offering, in whole or in part, at a price of $.05 per
      warrant at any time after the warrants become exercisable, upon a minimum of
      30
      days' prior written notice of redemption, and if, and only if, the last sale
      price of the Company's common stock equals or exceeds $7.50 per share and $8.75
      per share, for a Class W Warrant and a Class Z Warrant, respectively, for any
      20
      trading days within any 30 trading day period ending three business days before
      the Company sent the notice of redemption.





The
      Company has also sold to certain of the underwriters for an aggregate of $100,
      an option (the “Underwriter’s Purchase Option” or “UPO”) to purchase up to a
      total of 20,000 additional Series A Units and/or 130,000 additional Series
      B
      Units (see Note 7).





**NOTE
      3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**INTERIM
      FINANCIAL STATEMENTS** - The
      accompanying unaudited condensed financial statements have been prepared
      pursuant to the rules and regulations of the Securities and Exchange Commission
      (“SEC”) and should be read in conjunction with the Company’s audited financial
      statements and footnotes thereto for the period from inception (August 10,
      2005)
      to April 25, 2006 included in the Company’s Form 8-K filed on April 25, 2006.
      Certain information and footnote disclosures normally included in financial
      statements prepared in accordance with accounting principles generally accepted
      in the United States of America have been omitted pursuant to such rules and
      regulations. However, the Company believes that the disclosures are adequate
      to
      make the information presented not misleading. The financial statements reflect
      all adjustments (consisting primarily of normal recurring adjustments) that
      are,
      in the opinion of management necessary for a fair presentation of the Company’s
      financial position and results of operations. The operating results for the
      period ended April 30, 2006 are not necessarily indicative of the results to
      be
      expected for any other interim period of any future year.





**CASH
      AND CASH EQUIVALENTS** -
      Included in cash and cash equivalents are deposits with financial institutions
      as well as short-term money market instruments with maturities of three months
      or less when purchased.





**CONCENTRATION
      OF CREDIT RISK** -
      Financial instruments that potentially subject the Company to a significant
      concentration of credit risk consist primarily of cash and cash equivalents.
      The
      Company maintains deposits in federally insured financial institutions in excess
      of federally insured limits. However, management believes the Company is not
      exposed to significant credit risk due to the financial position of the
      depository institutions in which those deposits are held.





**INCOME
      TAXES** -
      Deferred income tax assets and liabilities are computed for differences between
      the financial statement and tax bases of assets and liabilities that will result
      in future taxable or deductible amounts and are based in enacted tax laws and
      rates applicable to the periods in which the differences are expected to affect
      taxable income. Valuation allowances are established when necessary to reduce
      deferred income tax assets to the amount expected to be realized.





**INVESTMENTS
      HELD IN TRUST** - The
      Company’s restricted investment held in the Trust Fund at April 30, 2006 is
      comprised of Commonwealth of Virginia securities with maturities of up to 30
      days. Such securities generate current income which is exempt from federal
      income tax and the income tax imposed by the Commonwealth of Virginia and
      therefore no provision for income taxes is required for the periods ended April
      30, 2006.




8




GLOBAL
        SERVICES PARTNERS ACQUISITION CORP.
 (a
        corporation in the development stage)
  NOTES
        TO FINANCIAL
        STATEMENTS


**NET
      INCOME (LOSS) PER SHARE** - Net
      income (loss) per share is computed based on the weighted average number of
      shares of common stock and Class B common stock outstanding.





Basic
      earnings (loss) per share is computed by dividing income (loss) available to
      common stockholders by the weighted average common shares outstanding for the
      period. Diluted earnings per share reflect the potential dilution that could
      occur if securities or other contracts to issue common stock were exercised
      or
      converted into common stock or resulted in the issuance of common stock that
      then shared in the earnings of the entity. Since the effect of outstanding
      warrants to purchase common stock and UPO is antidilutive, they have been
      excluded from the Company's computation of diluted net income per share.
      Therefore, basic and diluted income per share were the same for the three months
      ended April 30, 2006 and for the period from inception (August 10, 2005) to
      April 30, 2006.





**FAIR
      VALUE OF FINANCIAL INSTRUMENTS** - The
      fair values of the Company's assets and liabilities that qualify as financial
      instruments under SFAS No. 107 approximate their carrying amounts presented
      in
      the accompanying condensed balance sheets at April 30, 2006.





**USE
      OF ESTIMATES** - The
      preparation of financial statements in accordance with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect certain reported amounts of assets and liabilities
      and disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenue and expenses during the reporting
      period. Actual results could differ from those estimates.





**NEW
      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 condensed financial statements.





**NOTE
      4 - COMMITMENTS**





*Administrative
      Services*





Commencing
      on April 18, 2006, the effective date of the offering, the Company is obligated
      to pay an affiliate of the Company’s chief executive officer, $7,500 per month
      for office, secretarial and administrative services. An amount of $3,000 for
      such services from April 18, 2006 to April 30, 2006 is included in general
      and
      administrative expenses on the accompanying condensed statements of operations
      for the three months ended April 30, 2006 and for the period from inception
      (August 10, 2005) to April 30, 2006.





*Financial
      Advisory Services*





HCFP
      has
      been engaged by the Company to act as the Company’s non-exclusive investment
      banker in connection with a proposed Business Combination. For assisting the
      Company in structuring and negotiating the terms of a Business Combination,
      the
      Company will pay HCFP a cash transaction fee of $900,000.





*Solicitation
      Services*





The
      Company has engaged HCFP, on a non-exclusive basis, to act as its agent for
      the
      solicitation of the exercise of the Company’s Class W Warrants and Class Z
      Warrants. In consideration for solicitation services, the Company will pay
      HCFP
      a commission equal to 5% of the exercise price for each Class W Warrant and
      Class Z Warrant exercised after April 18, 2007 if the exercise is solicited
      by
      HCFP.




**NOTE
      5 - NOTES PAYABLE**




In
      August
      2005, the Company’s initial securityholders advanced the Company $52,500 in the
      form of non-interest bearing notes. Such notes are payable from the proceeds
      of
      the Offering (Note 8).




9




GLOBAL
        SERVICES PARTNERS ACQUISITION CORP.
 (a
        corporation in the development stage)
  NOTES
        TO FINANCIAL
        STATEMENTS


**NOTE
      6 - CAPITAL STOCK**





***Preferred
      Stock***





The
      Company is authorized to issue up to 5,000 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.





***Common
      Stock and Class B Common Stock***





The
      Company is authorized to issue 24,000,000 shares of common stock and 7,000,000
      shares of Class B common stock (Note 2). As of April 30, 2006, there are 920,100
      shares of the Company’s common stock issued and outstanding and 5,980,000 shares
      of the Company’s Class B stock issued and outstanding, including 1,195,402 Class
      B common shares subject to possible conversion to cash.





As
      of
      April 30, 2006, there are 2,864,900 and 1,020,000 authorized but unissued shares
      of the Company’s common stock and the Company’s Class B common stock,
      respectively, available for future issuance, after appropriate reserves for
      the
      issuance of common stock in connection with the Class W Warrants and Class
      Z
      Warrants, the Underwriters Purchase Option and the officer’s and director’s
      Class W Warrants and Class Z Warrants.





The
      Company currently has no commitments to issue any shares of common stock other
      than as described herein; however, the Company will, in all likelihood, issue
      a
      substantial number of additional shares in connection with a Business
      Combination. To the extent that additional shares of common stock are issued,
      dilution to the interests of the Company’s stockholders who participated in the
      Offering will occur.





The
      par
      value for the Company’s stock was $0.01 from inception up to April 17, 2006 when
      it was changed to $0.0001.





**NOTE
      7 - WARRANTS AND OPTION TO PURCHASE COMMON STOCK**





*Warrants*





In
      August
      2005, the Company issued Class W Warrants to purchase 1,537,500 shares of the
      Company’s common stock, and Class Z Warrants to purchase 1,537,500 shares of the
      Company’s common stock, for an aggregate purchase price of $153,750, or $0.05
      per warrant.





Each
      Class W Warrant is exercisable for one share of common stock. Except as set
      forth below, the Class W Warrants entitle the holder to purchase shares at
      $5.00, subject to adjustment in certain circumstances, for a period commencing
      on the later of: (a) completion of the Business Combination and (b) April 18,
      2007 and ending April 17, 2011. As of April 30, 2006 there were 7,517,500 Class
      W Warrants outstanding.





Each
      Class Z Warrant is exercisable for one share of common stock. Except as set
      forth below, the Class Z Warrants entitle the holder to purchase shares at
      $5.00, subject to adjustment in certain circumstances, for a period commencing
      on the later of: (a) completion of the Business Combination and (b) April 18,
      2007 and ending April 17, 2013. As of April 30, 2006 there were 6,137,500 Class
      Z Warrants outstanding.





The
      Class
      W Warrants and Class Z Warrants issued may be exercised with cash on or prior
      to
      their respective expiration dates. However, the Class W Warrants and Class
      Z
      Warrants issued will not be exercisable unless at the time of exercise the
      Company has a current prospectus relating to the Company’s common stock issuable
      upon exercise of the warrants and the common stock has been registered,
      qualified or deemed to be exempt under the applicable securities laws. In
      accordance with the terms of the Company’s warrant agreement, the Company has
      agreed to meet these conditions and to maintain a current prospectus relating
      to
      common stock issuable upon exercise of the Class W Warrants and Class Z Warrants
      issued until the expiration of such warrants. However, there can be no assurance
      that the Company will be able to do so. The holders of Class W Warrants and
      Class Z Warrants do not have the rights or privileges of holders of the
      Company’s common stock or any voting rights until such holders exercise their
      respective warrants and receive shares of the Company’s common
      stock.




10




GLOBAL
        SERVICES PARTNERS ACQUISITION CORP.
 (a
        corporation in the development stage)
  NOTES
        TO FINANCIAL
        STATEMENTS


The
      Class
      W Warrants and Class Z Warrants held by the initial securityholders are also
      subject to a registration rights agreement. On January 31, 2006, the Company
      and
      the initial securityholders entered into a registration rights agreement and
      on
      February 2, 2006 a letter agreement which revised the terms of the Company’s
      obligations under the warrant and registration right agreement to clarify that
      the Company will only deliver unregistered common shares upon exercise of the
      warrants held by the initial securityholders. Although the Company’s initial
      securityholders may make a written demand that the Company file a registration
      statement, the Company is only required to use its best efforts to cause the
      registration statement to be declared effective and, once effective, only to
      use
      its best efforts to maintain its effectiveness. Accordingly, the Company’s
      obligation is merely to use its best efforts in connection with the registration
      rights agreement and upon exercise of the warrants, the Company can satisfy
      its
      obligation by delivering unregistered shares of common stock.





Prior
      to
      entering into the registration rights agreement and the letter agreement with
      the initial securityholders, the Company accounted for the Class W Warrants
      and
      Class Z Warrants issued to such securityholders as liabilities in accordance
      with the guidance of EITF 00-19, *Accounting
      for Derivative Financial Instruments Indexed to, and Potentially Settled in,
      a
      Company’s Own Stock* .
      Accordingly, the Company recorded the fair value of the warrants of $153,750
      as
      non-current liability on its balance sheet from the date of issuance through
      January 31, 2006. As a result of entering the registration rights agreement,
      the
      warrants are no longer accounted for as liabilities and were classified in
      stockholders’ equity. No income (loss) was recorded related to recording the
      derivative to market value as there is no change in the fair value of such
      securities. The Company determined the fair value of Class W Warrants and Class
      Z Warrants issued in August 2005 based on the aggregate purchase price paid
      to
      the Company of $153,750, or $0.05 per Warrant. On January 31, 2006, the date
      of
      reclassification of the Warrants from liability to equity, the Company estimated
      that the fair value of the Class W Warrants and Class Z Warrants was still
      $0.05
      per Warrant.





The
      Class
      W Warrants and Class Z Warrants outstanding prior to the Offering, all of which
      are held by the Company’s initial securityholders or their affiliates, shall not
      be redeemable by the Company as long as such warrants continue to be held by
      such securityholders or their affiliates. Except as set forth in the preceding
      sentence, the Company may redeem the Class W Warrants and/or Class Z Warrants
      with the prior consent of HCFP, the representative of the underwriters in the
      Offering, in whole or in part, at a price of $0.05 per warrant at any time
      after
      the warrants become exercisable, upon a minimum of 30 days’ prior written notice
      of redemption, and if, and only if, the last sale price of the Company’s common
      stock equals or exceeds $7.50 per share and $8.75 per share, for a Class W
      Warrant and Class Z Warrant, respectively, for any 20 trading days within a
      30
      trading day period ending three business days before the Company sent the notice
      of redemption.





*Underwriter
      Purchase Option*





In
      connection with the Offering, the Company has issued to certain of the
      underwriters an option (the “UPO”) for an aggregate of $100 to purchase up to
      20,000 Series A Units at an exercise price of $14.025 per unit and/or up to
      130,000 Series B Units at an exercise price of $16.665 per unit on the later
      of
      (a) completion of a Business Combination and (b) April 18, 2007
      and ending April 17, 2011. The fair value of the UPO, inclusive of the
      receipt of the $100 cash payment, has been accounted as an expense of the
      Offering resulting in a charge directly to stockholders’ equity with a
      corresponding credit to additional paid-in-capital. The Company estimated the
      fair value of the UPO was $360,000 using a Black-Scholes option-pricing model.
      The fair value of the UPO granted was estimated as of the date of grant using
      the following assumptions: (1) expected volatility of 37.566%,
      (2) risk-free interest rate of 4.93% and (3) contractual life of 5
      years. The UPO may be exercised for cash or on a “cashless” basis, at the
      holder’s option, such that the holder may use the appreciated value of the UPO
      (the difference between the exercise prices of the UPO and the underlying
      warrants and the market price of the units and underlying securities) to
      exercise the UPO without the payment of any cash. The Class W Warrants and
      Class
      Z Warrants underlying the Series A Units and Series B Units within the UPO
      will
      be exercisable at $5.50 per share.





**NOTE
      8 - SUBSEQUENT EVENT**





During
      May and June 2006, the Company repaid the entire balance of $52,500 of
      notes payable to its initial securityholders (Note 5).




11




ITEM
      2.
      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.





FORWARD
      LOOKING STATEMENTS





The
      statements discussed in this Report include forward looking statements that
      involve risks and uncertainties, including the timely delivery and acceptance
      of
      the Company's products and the other risks detailed from time to time in the
      Company's reports filed with the Securities and Exchange
      Commission.





The
      following discussion should be read in conjunction with the Company’s unaudited
      condensed financial statements and footnotes thereto contained in this Quarterly
      Report filed on Form 10-Q and the Company’s audited financial statements and
      footnotes thereto for the period from inception (August 10, 2005) to April
      25,
      2006 included in the Company’s Form 8-K filed on April 25, 2006.





We
      were
      formed on August 10, 2005 to serve as a vehicle to effect a merger, capital
      stock exchange, asset acquisition or other similar business combination with
      an
      entity that has an operating business in the security industry. We completed
      our
      initial public offering (“IPO”) on April 25, 2006. Our entire activity from
      inception through the consummation of our IPO on April 25, 2006 was to prepare
      for and complete our IPO. Since the consummation of our IPO on April 25, 2006,
      our activity has been limited.





We
      are
      currently in the process of evaluating and identifying targets for a business
      combination. We are not presently engaged in, and will not engage in, any
      substantive commercial business until we consummate a business combination.
      We
      intend to utilize cash derived from the proceeds of our IPO, our capital stock,
      debt or a combination of cash, capital stock and debt, in effecting a business
      combination.





*Results
      of Operations*





Net
      income for the three months ended April 30, 2006 was $9,873, which consisted
      of
      $15,933 in interest income offset by $6,060 in formation and operating expenses,
      including $3,000 for office space and other general and administrative services.





Net
      loss
      for the period from August 10, 2005 (inception) to April 30, 2006 was $4,137,
      which consisted of $15,933 in interest income, offset by $20,070 in formation
      and operating expenses, including $3,000 for office space and other general
      and
      administrative services.





Beginning
      April 18, 2006, we became obligated to pay Everest Telecom LLC, an affiliate
      of
      Mr. Rahul Prakash, our Chairman of the Board and Chief Executive Officer and
      a
      member of our board of directors, a monthly fee of $7,500 for office and
      administrative services. This arrangement is for our benefit and is not intended
      to provide compensation in lieu of a salary. An amount of $3,000 is included
      in
      general and administrative expenses on the accompanying condensed statements
      of
      operations for the three months ended April 30, 2006 and for the period from
      Inception (August 10, 2005) to April 30, 2006, pursuant to this
      arrangement.




12




*Liquidity
      and Capital Resources*





Our
      net
      proceeds from the IPO, after deducting offering expenses of approximately
      $434,000 and underwriting discounts of approximately $2,047,000, was
      approximately $31,600,000 of which $30,199,000 was placed in a trust account
      and
      the remaining proceeds became available to be used to provide for business,
      legal and accounting due diligence on prospective transactions and continuing
      general and administrative expenses. We expect to use substantially all of
      the
      net proceeds of this offering to acquire a target business, including
      identifying and evaluating prospective acquisition candidates, selecting the
      target business, and structuring, negotiating and consummating the business
      combination. To the extent that our capital stock is used in whole or in part
      as
      consideration to effect a business combination, the proceeds held in the trust
      account, as well as any other net proceeds not expended, will be used to finance
      the operations of the target. At April 30, 2006, we had cash outside of the
      trust account of $1,759,401, cash held inside the trust account of $30,214,933,
      prepaid expenses of $5,500 and total liabilities of $200,685.





We
      believe that the funds available to us outside of the trust account will be
      sufficient to allow us to operate until April 18, 2008, assuming that a business
      combination is not consummated during that time. Of the funds held outside
      of
      the trust account totaling $1,759,401 as of April 30, 2006, we anticipate using
      these funds to cover accrued registration costs, legal and accounting fees,
      other expenses attendant to the due diligence investigations, structuring,
      and
      negotiating of a business combination, and administrative expenses incurred
      prior to completing a business combination. We do not believe we will need
      to
      raise additional funds in order to meet the expenditures required for operating
      our business. However, we may need to raise additional funds through a private
      offering of debt or equity securities if such funds are required to consummate
      a
      business combination that is presented to us. We would only consummate such
      a
      fund raising simultaneously with the consummation of a business combination.





In
      August
      2005, we issued $52,500 of non-interest bearing notes to our initial
      securityholders. The notes were repaid in full during May and June 2006, from
      the proceeds of the offering.





ITEM
      3.
      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





Market
      risk is a broad term for the risk of economic loss due to adverse changes in
      the
      fair value of a financial instrument. These changes may be the result of various
      factors, including interest rates, foreign exchange rates, commodity prices
      and/or equity prices. $30,199,000 of the net offering proceeds has been placed
      into a trust account at Lehman Brothers maintained by American Stock Transfer
      & Trust Company, acting as trustee. The proceeds held in trust will only be
      invested in United States “government securities,” defined as any Treasury Bill
      issued within the meaning of Section 2(a)(16) of the Investment Company Act
      of
      1940 having a maturity of 180 days or less, or in money market funds meeting
      certain conditions under Rule 2a-7 promulgated under the Investment Company
      Act
      of 1940. As of April 30, 2006, $1,759,401 of the proceeds not held in trust
      were
      being held in a business checking account with Wachovia Bank National
      Association. Thus, we are subject to market risk primarily through the effect
      of
      changes in interest rates. The effect of other changes, such as foreign exchange
      rates, commodity prices and/or equity prices, does not pose significant market
      risk to us.




13




ITEM
      4.
      CONTROLS AND PROCEDURES.





An
      evaluation of the effectiveness of our disclosure controls and procedures as
      of
      April 30, 2006 was made under the supervision and with the participation of
      our
      management, including our chief executive officer and our chief financial
      officer. Based on that evaluation, they concluded that our disclosure controls
      and procedures are effective as of the end of the period covered by this report
      to ensure that information required to be disclosed by us in reports that we
      file or submit under the Securities Exchange Act of 1934 is recorded, processed,
      summarized and reported within the time periods specified in Securities and
      Exchange Commission rules and forms. During the most recently completed fiscal
      quarter, there has been no significant change in our internal control over
      financial reporting that has materially affected, or is reasonably likely to
      materially affect, our internal control over financial reporting.





14





PART
      II





OTHER
      INFORMATION





ITEM
      1A.
      RISK FACTORS.





*Please
      see the information disclosed in the “Risk Factors” section of our Registration
      Statement on Form S-1, as amended (File No. 333-128350), as filed with the
      SEC
      on March 14, 2006 together with our prospectus filed in accordance with Rule
      424(b)(4) on April 20, 2006.*





ITEM
      2.
      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.





On
      April
      25, 2006, we consummated our initial public offering of 460,000 Series A units,
      with each Series A unit consisting of two shares of our common stock and ten
      Class Z warrants, each to purchase one share of our common stock at an exercise
      price of $5.00 per share, and 2,990,000 Series B units, with each Series B
      unit
      consisting of two shares of our Class B common stock and two Class W warrants,
      each to purchase one share of common stock. These units include units that
      were
      subject to the over-allotment option. The Series A Units were sold at an
      offering price of $8.50 per Series A Unit and the Series B Units were sold
      at an
      offering price of $10.10 per Series B Unit, generating total gross proceeds
      of
      $34,109,000. HCFP/Brenner Securities LLC acted as representative of the
      underwriters for the initial public offering. The securities sold in the
      offering were registered under the Securities Act of 1933 on a registration
      statement on Form S-1 (No. 333-128350). The Securities and Exchange Commission
      declared the registration statement effective on April 18, 2006.





We
      paid a
      total of $2,046,540 in underwriting discounts and commissions, and approximately
      $434,000 has been or is expected to be paid for costs and expenses related
      to
      the offering.





After
      deducting the underwriting discounts and commissions and the offering expenses,
      the total net proceeds to us from the offering were approximately $31,600,000,
      of which $30,199,000 was deposited into the trust account and the remaining
      proceeds are available to be used to provide for business, legal and accounting
      due diligence on prospective business combinations and continuing general and
      administrative expenses.





For
      a
      description of the use of the proceeds generated in our initial public offering,
      see Part I, Item 2 of this Form 10-Q.





ITEM
      6.
      EXHIBITS.





The
      Company hereby files as part of this quarterly report on Form 10-Q the Exhibits
      listed in the attached Exhibit Index.





31.1
      -
      Section 302 Certification by CEO


31.2
      -
      Section 302 Certification by CFO


32.1
      -
      Section 906 Certification by CEO


32.2
      -
      Section 906 Certification by CFO




15





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.




GLOBAL
              SERVICES
              PARTNERS ACQUISITION CORP.Dated:
              June 14, 2006By:
            /s/ Rahul
              PrakashRahul
                Prakash
              Chairman
                of the Board and Chief ExecutiveOfficer
              (Principal
                Executive Officer)




Dated:
              June 14, 2006By:
            /s/ Avinash
              VashisthaAvinash
                Vashistha
              Chief
                Financial Officer and Executive Vice President
              (Principal
                Financial and Accounting Officer)




16