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UNITEDSTATESSECURITIES AND EXCHANGECOMMISSIONWashington, D.C.20549

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FORM10-K/A

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|   | ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 |

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|   | For the fiscal yearended December  31,2005 |

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|   | OR |

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|   | TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF  1934 |

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|   | For thetransition period from                   to                                             |

Commissionfile number:001-32552

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SERVICESACQUISITION CORP. INTERNATIONAL(Exact name ofregistrant as specified in its charter)

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| Delaware                                                     |  |  | 20-2122262                          |  |  |   |
| (Stateor other jurisdiction of incorporation ororganization) |  |  | (I.R.S. Employer IdentificationNo.) |  |  |   |
| 401 EastOlas Boulevard, Suite 1140                           |  |  |                                |  |  |   |
| FortLauderdale, Florida33301                                 |  |  | 33301                               |  |  |   |
| (Address of principalexecutive offices)                      |  |  | (ZipCode)                           |  |  |   |
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Registrant’s telephonenumber, including area code: (954)713-1165

Securities registered pursuant tosection 12(b) of theAct:

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| Titleof each class                                                                                           |  |  | Name of each exchange on whichregistered |
| Units, each consisting of one shareof Common     Stock, $0.001 par value, and OneWarrant |  |  | AmericanStock Exchange                   |
| Common Stocks, $0.001 parvalue                                                                               |  |  | American Stock Exchange                  |
| Warrants toPurchase Common Stock                                                                             |  |  | American StockExchange                   |
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Securities registeredpursuant to section 12(g) of theAct:  NONE

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act.Yes     No 

Indicate bycheck mark if the registrant is not required to file reports pursuantto Section 13 or Section 15(d) of theAct. 

Indicate by check mark whether theregistrant: (1) has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filingrequirements for the past 90days.    Yes     No 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405of Regulation S-K is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form10-K.   

Indicate by checkmark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of‘‘accelerated filer and large acceleratedfiler’’ in Rule 12b-2 of the ExchangeAct.  (Checkone):

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|         Largeaccelerated filer  |  |  | Acceleratedfiler  |  |  | Non-acceleratedfiler  |
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Indicate by checkmark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes  No

The aggregate market value of theregistrant’s voting and non-voting common stock held bynon-affiliates of the registrant (without admitting that any personwhose shares are not included in such calculation is an affiliate)computed by reference to the price at which the common stock was lastsold on December  30,  2005 was$123,165,000.

As of March  24,  2006, theregistrant had 21,000,000 shares of common stockoutstanding.

APPLICABLE ONLY TO REGISTRANTS INVOLVED INBANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVEYEARS:

Indicate by check mark whether the registranthas filed all documents and reports required to be filed by Sections12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent tothe distribution of securities under a plan confirmed by acourt.      Yes     No 

DOCUMENTSINCORPORATED BYREFERENCE

NONE

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PART I

ThisAnnual Report on Form 10-K/A is being filed as Amendment Number 1 toour Annual Report on Form 10-K which was originally filed with theSecurities and Exchange Commission(‘‘SEC’’) on March 29, 2006.We arefiling this form 10-K/A to restate our consolidated financialstatements for 2005 to reflect additional non-operating gains andlosses related to the classification of and accounting for: (1) thewarrants to purchase common stock associated with the units sold at theinitial public offering of the Company and (2) warrants to purchasecommon stock embedded in a option to purchase units consisting of oneshare and one warrant to purchase one additional share, issued toBroadband Capital in connection with the initial public offering. TheCompany had previously classified the value of these warrants topurchase common stock, when applicable, as equity. After furtherreview, the Company has determined that these instruments should havebeen classified as derivative liabilities and therefore, the fair valueof each instrument must be recorded as a derivative liability on theCompany's balance sheet. Changes in the fair values of theseinstruments will result in adjustments to the amount of the recordedderivative liabilities and the corresponding gain or loss will berecorded in the Company’s statement of operations. Except asotherwise stated, all financial information contained in this AnnualReport on Form 10-K gives effect to these restatements. Forinformation concerning the background of the restatements, the specificadjustments made, and management’s discussion and analysis ofour results of operations for 2005 giving effect to the restatedinformation, see ‘‘Restatement of 2005 FinancialStatements’’ at Item 7.‘‘Management’s Discussion and Analysis ofFinancial Condition and Results of Operations’’ andNote 2 to our Financial Statements.

This Form 10-K/Aamends and restates only certain information in the following sectionsas a result of the current restatements describedabove:

Part II — Item 6. SelectedFinancial Data;

Part II — Item 7.Management’s Discussion and Analysis of Financial Condition andResults of Operations;

Part II —Item 8. Financial Statements and SupplementaryData;

Part II — Item 9A.Controls & Procedures; and

Part III —Item 15. Exhibits and Financial Statement Schedules.

Inaddition, we are also including currently dated Sarbanes Oxley ActSection 302 and Section 906 certifications of the ChiefExecutive Officer and Chief Financial Officer that are attached to thisForm 10-K/A as Exhibits 31.1, 31.2, 32.1 and 32.2.

For theconvenience of the reader, this Form 10-K/A sets forth the entire Form2005 10-K which was prepared and relates to the Company as ofDecember  31,  2005. However, this Form 10-K/A only amendsand restates the Items described above to reflect the effects of therestatement and no attempt has been made to modify or update otherdisclosures presented in our 2005 Form 10-K. Accordingly, except forthe foregoing amended information, this Form 10-K/A continues to speakas of March 29, 2006 (the original filing date of the 2005 Form10-K), and does not reflect events occurring after the filing of our2005 Form 10-K and does not modify or update those disclosures affectedby subsequent events. Forward looking statements made in the 2005 Form10-K have not been revised to reflect events, results or developmentsthat have become known to us after the date of the original filing(other than the current restatements described above), and such forwardlooking statements should be read in their historical context. Unlessotherwise stated, the information in this Form 10-K/A not affected bysuch current restatements is unchanged and reflects the disclosuresmade at the time of the original filing.

Since December31,  2005 there has been a Subsequent Event in which theCompany has entered into a merger agreement on March  10,2006 with Jamba Juice Company. An announcement of the merger was madeon Monday, March  13,  2006, 2006 and the required 8-Kfiling, including all related exhibits, was submitted on March16,  2006. On March  22,  2006 the Company filed an8-K announcing that Jamba Juice Company shareholders had approved themerger. An excerpt of the two 8-K filings is providedbelow.

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When reading this 10-K, please note thatall references are to the Company as is existed prior to theMarch  10,  2006 merger agreement. Whether or not themerger is consummated may have a material impact on the company.Disclosures related to such impact will be filed in theCompany’s proxy filing soliciting shareholderapproval.

Excerpts from March  16,  2006 8-Kfiling –

On March  10,  2006, ServicesAcquisition Corp. International (‘‘SVI’’)entered into an Agreement and Plan of Merger (‘‘MergerAgreement’’) with JJC Acquisition Company(‘‘JJC’’), a wholly-owned Californiacorporate subsidiary of SVI, and Jamba Juice Company, a Californiacorporation (‘‘Jamba Juice’’), pursuant towhich JJC will merge into Jamba Juice and Jamba Juice will become awholly-owned subsidiary of SVI. Following completion of the merger, itis anticipated that SVI will change its name to Jamba, Inc. Because SVIwill have no other operating business following the merger, Jamba Juicewill effectively become a public company at the conclusion of themerger. Jamba Juice is headquartered in San Francisco, California. Jamba Juice currently has 533 locations, 324 company-owned and209 franchised, operating in 26 states, the District of Columbia andthe Bahamas.

The Merger Agreement provides that at the closing ofthe merger, the Jamba Juice shareholders will be paid an aggregate of$265,000,000, less $16,000,000 for certain existing indebtedness andthe amount of certain transaction related expenses, in cash, for all ofthe outstanding capital stock of Jamba Juice and the value of allshares of Jamba Juice capital stock issuable upon exercise of all‘‘in-the-money’’ vested and unvestedoptions and warrants of Jamba Juice, subject to the option holders andwarrant holders, in certain instances, having the right to exchangetheir respective options and warrants into options and warrants of SVI,as further described below. A portion of the purchase price will befunded with cash currently being held in the trust fund established inconnection with SVI’s initial public offering and the balance ofthe purchase price will be funded from the proceeds of a privateplacement financing, as discussed herein, that is expected to becompleted simultaneously with the merger with Jamba Juice.

TheMerger Agreement contains representations and warranties of each of SVIand Jamba Juice, as applicable, relating to, among other things, (a)proper corporate organization and similar corporate matters, (b)capitalization, (c) the authorization, performance and enforceabilityof the Merger Agreement, (d) licenses and permits, (e) taxes, (f)absence of undisclosed liabilities, (g) holding of leases and ownershipof other properties, (h) material contracts, (i) title and condition ofassets, (j) absence of certain changes, (k) employee and employeebenefits matters, (l) compliance with applicable laws, (m) absence oflitigation, (n) environmental matters, (o) franchise matters and (p)insurance.

Each of SVI and Jamba Juice has agreed to continue tooperate its business in the ordinary course prior to the closing of themerger and additional material covenants include that (i) each partyshall obtain all necessary approvals, including stockholder andgovernmental approvals; (ii) each party shall protect confidentialinformation and maintain the confidentiality of the other’sproprietary information; and (iii) until termination of the MergerAgreement (except as discussed below), not to solicit or accept analternative Acquisition Proposal, as such term is defined in the MergerAgreement.

The Merger Agreement also provides that if Jamba Juiceterminates the Merger Agreement either because the board of directorsof Jamba Juice recommends a superior Acquisition Proposal (as such termis defined in the Merger Agreement), the stockholders of Jamba Juicevote against the merger or the stockholders of Jamba Juice do notapprove the merger by April  30,  2006, and within sixmonths after the date of such termination, Jamba Juice either entersinto a definitive agreement to consummate, or consummates any of thefollowing transactions (whether in a single transaction or series oftransactions) (i) a sale by Jamba Juice of all or substantially all ofits assets or (ii) a sale of stock, merger, reorganization or othertransaction that results in transfer of ownership of more than fiftypercent of the capital stock of Jamba Juice outstanding on the date oftermination of the merger agreement, then Jamba Juice shall promptlypay to SVI a fee in the amount of $10,000,000.

At the effectivetime of the merger, Jamba Juice’s obligations with respect toeach outstanding unvested option (and unexercised vested option) andunexercised warrant (if amended in a manner 

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reasonably acceptable to SVI) will be assumedby SVI, and SVI shall thereafter be obligated to issue SVI common stockupon the exercise thereof. Each Jamba Juice warrant shall beexercisable on the terms, and into the number of shares of SVI commonstock, as set forth in the warrant agreement as so amended. Each JambaJuice option assumed by SVI shall be subject to the same terms andconditions set forth in Jamba Juice’s stock option plans as ineffect immediately prior to the merger, and (i) each Jamba Juice optionwill be exercisable for that number of shares of SVI common stock equalto the product of the number of shares of Jamba Juice common stock thatwere purchasable under such Jamba Juice option immediately prior to themerger multiplied by the Exchange Ratio, rounded down to the nearestwhole number of shares of SVI common stock, and (ii) the per shareexercise price for the shares of SVI common stock issuable uponexercise of each assumed Jamba Juice option will be equal to thequotient determined by dividing (A) the exercise price per share ofJamba Juice common stock at which such Jamba Juice option wasexercisable immediately prior to the merger by (B) the Exchange Ratio,and rounding the resulting exercise price up to the nearest whole cent.For purposes of the Merger Agreement, the ‘‘ExchangeRatio’’ shall be determined such that (a) the aggregateintrinsic value of the new SVI options is not greater than theaggregate intrinsic value of the Jamba Juice options immediately priorto the assumption and (b) the ratio of the exercise price per option tomarket value per share at the time of the exchange is unchanged. Theparties have agreed that SVI will permit holders of vested Jamba Juiceoptions to elect, on an individual basis, either to exercise such JambaJuice options and participate in the merger or to have those JambaJuice options assumed, on the same basis as the unvested Jamba Juiceoptions, by SVI, unless there are, in the sole judgment and discretionof SVI, significant tax, accounting or securities laws issues(including any requirement of registering on a form other than FormS-8) with treating vested options identically to unvested options. Theparties will make such determination on or before April30,  2006.

The Merger Agreement provides forindemnification of SVI with an escrow arrangement. As the sole remedyfor Jamba Juice’s indemnity obligations set forth in the MergerAgreement, at the closing the parties shall deposit $19,875,000 incash, otherwise payable to Jamba Juice’s stockholders, to beheld during the period ending one year from the closing, all inaccordance with the terms and conditions of an escrow agreement to beentered into at the closing between SVI, a representative of the JambaJuice stockholders (who shall be designated by Jamba Juice prior to theclosing) and Continental Stock Transfer and Trust Company. The terms ofsuch escrow provides that, depending on the amount of any paid claims,pending claims or claims that have not been applied against a$2,000,000 basket, $4,968,750 shall be released to the Jamba Juicestockholders on each of the six-month and nine-month periods followingthe closing. The balance of any amounts remaining in escrow againstwhich no claims have been made shall be distributed to JambaJuice’s stockholders 12 months following the closing.

Theobligations of SVI to consummate the merger are subject to closingconditions, including: (i) the SVI stockholders shall have approved thetransactions contemplated by the merger agreement and holders of notmore than twenty percent (20%) of SVI’s shares issued inSVI’s initial public offering and outstanding immediately beforethe closing shall have exercised their rights to convert their sharesinto a pro rata share of the trust fund rather than approve the merger;(ii) certain of the officers of Jamba Juice shall have entered intoemployment agreements; (iii) the Jamba Juice stockholders shallhave approved the transactions contemplated by the Merger Agreement;(iv) on or before April  30,  2006, all Jamba Juicewarrants shall have either been amended in a manner reasonablyacceptable to SVI or exercised (subject to the occurrence of theclosing); (v) holders of no more than five percent (5%) of theshares of any class of securities of Jamba Juice outstandingimmediately before the closing shall have taken action to exercisetheir appraisal rights pursuant to Section 1301 of the CaliforniaGeneral Corporations Law; (vi) all specified waiting periods under theHart-Scott-Rodino Antitrust Improvements Act shall have expired and nogovernmental entity shall have enacted, issued, promulgated, enforcedor entered any statute, rule, regulation, executive order, decree,injunction or other order (whether temporary, preliminary or permanent)which has the effect of making the merger illegal or otherwiseprohibiting consummation of the merger substantially on the termscontemplated by the merger agreement; and (vii) the absence of anyaction, suit or proceeding challenging or preventing themerger.

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The obligations of Jamba Juice toconsummate the merger is subject to closing conditions similar to thoseof SVI, including conditions that SVI’s common stock will belisted for trading on the AMEX or similar exchange and there will be noaction or proceeding pending or threatened against SVI to prohibit orterminate the listing of SVI common stock on the AMEX.

The MergerAgreement may be terminated at any time prior to the closing, asfollows: (i) by mutual written consent of SVI and Jamba Juice; (ii) byeither SVI or Jamba Juice if a governmental entity shall have issued anorder, decree or ruling or taken any other action, in any case havingthe effect of permanently restraining, enjoining or otherwiseprohibiting the merger, which order, decree, ruling or other action isfinal and nonappealable; (iii) by either SVI or Jamba Juice, if, at theSVI special meeting, (including any adjournments thereof), the MergerAgreement and the transactions contemplated thereby shall fail to beapproved and adopted by the affirmative vote of the holders of SVIcommon stock, or the holders of 20% or more of the number ofshares of SVI common stock issued in SVI’s initial publicoffering and outstanding as of the record date exercise their rights toconvert the shares of SVI common stock held by them into cash inaccordance with SVI’s certificate of incorporation; (iv) byeither SVI or Jamba Juice if the closing has not occurred byAugust  15,  2006; or (v) subject to a 30-day cure period,by either SVI or Jamba Juice if the other party has breached any of itscovenants or representations and warranties in any materialrespect.

Also, as part of a private placement financing, onMarch  10,  2006 and March  15,  2006, SVIentered into Securities Purchase Agreements and Registration RightsAgreements, with prospective investors (including certain current JambaJuice shareholders and board members) that collectively provide for theissuance, simultaneously with the closing of the merger, ofapproximately 30.9  million shares of SVI common stock, at a pershare purchase price of $7.50, resulting in aggregate gross proceeds toSVI of approximately $231.6  million, which funds will be used tofund the merger consideration as well as additional working andexpansion capital.

One of the investors in the private placement,Berrard Holding Limited Partnership, of which Steven R. Berrard, acurrent director and the Chief Executive Officer of SVI is thePresident, is investing $400,000. In addition, a family member of I.Steven Edelson, SVI’s Vice Chairman and Vice President, hascommitted to investing $50,000 in the private placementfinancing.

In connection with the private placement financing,SVI also granted the investors certain registration rights describedbelow. Shareholder approval for the issuance of the shares of commonstock and for the insider participation in the private placementfinancing is required pursuant to the rules of the American StockExchange and such approval will be sought simultaneously with theshareholder approval for the merger.

Pursuant to the RegistrationRights Agreements, SVI has granted the investors in the privateplacement certain rights to register the resale of the shares of commonstock that they will receive. Any costs associated with filing of theregistration statement will be paid by SVI. In the event the financingis completed, if SVI does not timely file the registration statement(the later of 30 days following the closing of the financing orJuly  7,  2006), or have it declared effective in a timelymanner (within 90 days, unless not reviewed by the Securities andExchange Commission, of filing of the registration statement), then SVImay be subject to a penalty (an amount equal to 0.5% of thefinancing amount payable in cash to the investors for every 30 dayssuch delinquencies are not cured). SVI may also be subject to the samepenalty if the registration statement, once effective, ceases to beusable for a period of time.

Excerpts from March22,  2006 8-K filing –

On March22,  2006, Services Acquisition Corp. International(‘‘SVI’’) issued a press release announcingthat Jamba Juice Company’s shareholders approved the previouslyannounced merger with SVI. Jamba Juice Company’s Board ofDirectors had previously approved the merger and recommended that JambaJuice Company’s shareholders vote in favor of the proposal. Nofurther approval by Jamba Juice Company shareholders is required. As aresult, Jamba Juice Company has now satisfied one of the conditions toclosing.

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Item1.    Business.

General

We were incorporated inDelaware on January  6,  2005, as a blank check companyformed to serve as a vehicle for the acquisition, through a merger,capital stock exchange, asset acquisition or other similar businesscombination of a currently unidentified operating business. While wemay seek to effect business combinations with more than one targetbusiness, our initial business combination must be with a target whosefair market value is at least equal to 80% of our net assets atthe time of such acquisition.

A registration statement for ourinitial public offering was declared effective on June29,  2005. On July  6,  2005, we consummated ourinitial public offering of 15,000,000 units. On July  7,2005, we consummated the closing of an additional 2,250,000 units thatwere subject to the underwriters’ over-allotment option. Eachunit consists of one share of common stock and one redeemable commonstock purchase warrant. Each warrant entitles the holder to purchasefrom us one share of our common stock at an exercise price of $6.00 pershare. Our common stock and warrants started trading separately as ofJuly  28,  2005.

Our net proceeds from the sale ofour units were approximately $127,837,468. Of this amount, $126,720,000was deposited in trust and the remaining $1,117,468 was held outside ofthe trust. The remaining proceeds are available to be used by us toprovide for business, legal and accounting due diligence on prospectiveacquisitions and continuing general and administrative expenses. Wewill use substantially all of the net proceeds of the initial publicoffering to acquire a target business, including identifying andevaluating prospective acquisition candidates, selecting the targetbusiness, and structuring, negotiating and consummating the businesscombination. Given the experience of our management, we expect that ourprincipal target business will be a service business. Within thiscontext, we expect to seek companies displaying one or more of thefollowing characteristics:

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|  | •  | Recurringrevenue, which is revenue that typically is generated from customers ona regular basis as a result of, among other things, contractualobligations or due to the customers’ need of, and payment for, aparticular service at regularintervals; |

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|  | •  | Stable cash flow, which iscash flow that does not fluctuate dramatically from fiscal period toperiod; and |

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|  | •  | Opportunities for organicand acquisition growth. |

We believe that these characteristicsprovide the best platform through which to drive incremental revenuesources or extract increased profitability from the base business. Morespecifically, we intend to focus on opportunities that fall into thefollowing three sectors: business services, health care services andconsumer services/brands. As of December  31,  2005, wehave not prioritized such segments and do not currently have apreference as to in which segment we would prefer to consummate abusiness combination.

Business Services

These businessesenable both large and small companies to conduct their operations moreefficiently or more effectively perform routine non-core value addedservices for which customers typically have trouble finding qualifiedalternatives. We will focus on companies that have or seek to buildstable cash flow businesses that leverage scale and a specificexpertise to provide better service and value at a cheaper‘‘all-in’’ cost than customers couldprovide by themselves. We believe that businesses that leverage scalegenerally have a fixed cost base, underlying technology platform, brandname, corporate organizational structure or other similar operatingcharacteristic or asset which may be utilized or spread over a largerrevenue base or a large number of customers, thereby, in theory,increasing the profitability percentage of the business. Examplesinclude transaction / payment processing, technology services, customerservice/relationship management, warranty management, documentmanagement, back-office services (accounting, payroll, human resourceadministration, 

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benefits processing, etc.), training andcompliance services, security services and alarm monitoring, facilitiesservices (including waste disposal, pest/lawn control, landscapingmaintenance services and commercial cleaning), and service franchisingbusinesses.

Health Care Services

Health care spending inthe United States was nearly $1.7  trillion in 2003 and for thefirst time exceeded 15% of the Gross Domestic Product accordingto recently released data from the Center for Medicare &Medicaid Services, Office of the Actuary. The total market is comprisedof numerous large, often multi-billion dollar niche markets that spanall aspects of healthcare, with‘‘services’’ (payments to physicians,hospitals, and other providers) accounting for more than $1.0trillion of total spending. Moreover, according to the same study,health care spending is expected to grow more than $3.3  trillionand represent in excess of 18% of GDP by 2013.

We believethat significant challenges will continue to confront the health careindustry, driven primarily by the changing roles/relationships amongphysicians, payors and patients. Thus, we will consider those companiesthat reduce the cost or improve the quality of care in traditionalsettings, such as doctors’ offices or hospitals, or providequality, low-cost options that are designed to encourage customers toutilize the services because of factors such as cost and/orconvenience.

We are particularly interested in companies thatwill accelerate the movement of care out of the general hospitalsetting and into more focused, less expensive alternative locations.Characteristics we find particularly attractive include(i) focus on a defined patient group and their specific clinicalneeds; (ii) emphasis on delivering care in a high-volume,low-cost, patient friendly setting; (iii) recognition byproviders and payors of the medical necessity of the service; and/or(iv) a more convenient, cost-effective, and higher qualitysetting for clinicians and patients. Examples include specialty caresurgical centers, out-patient triage or urgent care clinics, chronicdisease treatment centers and product distributioncompanies.

Additionally, we will consider those companies thatoffer non-core support and administrative services. These companies,which typically focus on excelling in a narrowly defined discipline,are typically less expensive yet offer higher quality service thanproviders and payors traditionally procure for themselves internally.Examples include billing services, electronic medical records,specialty group practice management, insurance/risk retention,third-party administrators, nurse staffing, and health related memberbenefit programs.

Consumer Services

This group includesbranded consumer products and services. We believe that certaincompanies that are focused on creating a brand (e.g. Nike, Starbucks,etc.) as opposed to delivering services under generic labels willcontinue to provide attractive investment opportunities. In addition,we believe that companies that can attract and meet the growing needsand desires of the 78 million aging baby boomers born between1946 and 1964, as well as the ‘‘Gen Y’’population born between 1979 and 1994, are attractive, particularlythose with an emphasis on providing ‘‘health andwellness’’ alternatives to the customer. As with BusinessServices, we are focused on those companies that can build a lastingrelationship with the consumer that yields predictable, recurringrevenue that does not fluctuate dramatically from fiscal period toperiod. Examples include health clubs, spa services, hair salons, pestcontrol, alarm monitoring, and home warrantycontracts.

Transaction Structures

We believe the majorityof the transactions we will review and consider fall into the followingcategories:

GrowthScenarios — situations where companies havethe opportunity for organic growth through market development,incremental marketing, or increases in workingcapital.

IndustryConsolidations — opportunities in fragmentedindustries, or new emerging markets, in which revenue growth is driven,and operating expenses are leveraged, in large part viastrategic acquisitions.

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DivisionalSpin-outs — operating units of largercompanies that are profitable but have been neglected by the parent interms of focus, resources or funding.

Effecting a businesscombination

General

We are not presently engaged in, andif a suitable business target is not identified by us prior to theprescribed liquidation of the trust fund we may not engage in, anysubstantive commercial business. We intend to utilize cash derived fromthe proceeds of our initial public offering, our capital stock, debt ora combination of these in effecting a business combination — theacquisition by us, whether by merger, share exchange, asset or stockacquisition or other similar type of transaction or a combination ofthe foregoing, of an unidentified operating business (a‘‘target business’’). Althoughsubstantially all of the net proceeds of our initial public offeringare intended to be generally applied toward effecting a businesscombination as described in this report, the proceeds have nototherwise been designated for any more specific purposes. A businesscombination may involve the acquisition of, or merger with, a companywhich does not need substantial additional capital but which desires toestablish a public trading market for its shares, while avoiding whatit may deem to be adverse consequences to undertaking a public offeringitself. While we may seek to effect business combinations with morethan one target business, we will probably have the ability, as aresult of our limited resources, to effect only a single businesscombination.

We have not identified a target business or targetindustry

We have conducted discussions with target businessesregarding potential business combinations. Subject to the limitationsthat a target business has a fair market value of at least 80%of our net assets at the time of the acquisition, as described below inmore detail, we will have virtually unrestricted flexibility inidentifying and selecting a prospective acquisition candidate.Accordingly, there is no basis for investors to evaluate the possiblemerits or risks of the target business with which we may ultimatelycomplete a business combination. We expect to seek service businessesthat have recurring revenue and/or stable cash flow, although neithercriteria is a prerequisite for any target business we ultimatelypursue. To the extent we effect a business combination with afinancially unstable company or an entity in its early stage ofdevelopment or growth, including entities without established recordsof sales or earnings, we may be affected by numerous risks inherent inthe business and operations of financially unstable and early stage orpotential emerging growth companies. Although our management willendeavor to evaluate the risks inherent in a particular targetbusiness, we cannot assure you that we will properly ascertain orassess all significant risk factors.

Sources of targetbusinesses

Target business candidates have and will be broughtto our attention from various unaffiliated sources, includinginvestment bankers, venture capital funds, private equity funds,leveraged buyout funds, management buyout funds and other members ofthe financial community who are aware that we are seeking a businesscombination partner. Our officers and directors as well as theiraffiliates have also brought to our attention potential target businesscandidates. We have entered into four agreements with finders thatwould compensate such finder in the event such finder was the source ofa business combination partner that was ultimately approved by ourshareholders; the Company is not liable for any fees or expenses to anysuch finders unless a business combination is consummated, and then thecompany is only liable to the finder that introduced us to such deal.While we may pay fees or compensation to third parties for theirefforts in introducing us to potential target business, in no event,however, will we pay any of our existing officers, directors orstockholders or any entity with which they are affiliated anyfinder’s fee or other compensation for services rendered to usprior to or in connection with the consummation of a businesscombination. In addition, none of our officers, directors, specialadvisors or initial stockholders will receive any finder’s fee,consulting fees or any similar fees from any person or entity inconnection with any business combination involving us other than anycompensation or fees that may be received for any services providedfollowing such business combination.

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Selection of a target business andstructuring of a business combination

Subject to the requirementthat our initial business combination must be with a target businesswith a fair market value that is at least 80% of our net assetsat the time of such acquisition, our management will have virtuallyunrestricted flexibility in identifying and selecting a prospectivetarget business. In evaluating a prospective target business, ourmanagement will consider, among other factors, thefollowing:

|  |              |                                              |
|--|--------------|----------------------------------------------|
|  | •  | financial condition andresults of operation; |

|  |              |                  |
|--|--------------|------------------|
|  | •  | growthpotential; |

|  |              |                                                                            |
|--|--------------|----------------------------------------------------------------------------|
|  | •  | experience and skill ofmanagement and availability of additionalpersonnel; |

|  |              |                      |
|--|--------------|----------------------|
|  | •  | capitalrequirements; |

|  |              |                      |
|--|--------------|----------------------|
|  | •  | competitiveposition; |

|  |               |                                         |
|--|---------------|-----------------------------------------|
|  | •   | barriers to entry into otherindustries; |

|  |              |                                                             |
|--|--------------|-------------------------------------------------------------|
|  | •  | stage of development of theproducts, processes or services; |

|  |              |        |                                                                                 |
|--|--------------|--------|---------------------------------------------------------------------------------|
|  | •  | degree | of current or potential marketacceptance of the products, processes orservices; |

|  |               |                                                                                                                    |
|--|---------------|--------------------------------------------------------------------------------------------------------------------|
|  | •   | proprietary features anddegree of intellectual property or other protection of the products,processes or services; |

|  |               |                                            |
|--|---------------|--------------------------------------------|
|  | •   | regulatoryenvironment of the industry; and |

|  |              |                                                          |
|--|--------------|----------------------------------------------------------|
|  | •  | costsassociated with effecting the business combination. |

Thesecriteria are not intended to be exhaustive. Any evaluation relating tothe merits of a particular business combination will be based, to theextent relevant, on the above factors as well as other considerationsdeemed relevant by our management in effecting a business combinationconsistent with our business objective. In evaluating a prospectivetarget business, we will conduct an extensive due diligence reviewwhich will encompass, among other things, meetings with incumbentmanagement, where applicable, and inspection of facilities, as well asreview of financial and other information which will be made availableto us.

The time and costs required to select and evaluate atarget business and to structure and complete the business combinationcannot presently be ascertained with any degree of certainty. Any costsincurred with respect to the identification and evaluation of aprospective target business with which a business combination is notultimately completed will result in a loss to us and reduce the amountof capital available to otherwise complete a business combination.However, we will not pay any finders or consulting fees to ourofficers, directors or initial stockholders, or any of their respectiveaffiliates, for services rendered to or in connection with a businesscombination.

Fair Market Value of Target Business

Theinitial target business or businesses that we acquire must have acollective fair market value equal to at least 80% of our netassets at the time of such acquisition. The fair market value of suchbusiness will be determined by our board of directors based uponstandards generally accepted by the financial community, such as actualand potential sales, earnings and cash flow and book value. If ourboard is not able to independently determine that the target businesshas a sufficient fair market value, we will obtain an opinion from anunaffiliated, independent investment banking firm which is a member ofthe National Association of Securities Dealers, Inc. with respect tothe satisfaction of such criteria. Since any opinion, if obtained,would merely state that fair market value meets the 80% of netassets threshold, it is not anticipated that copies of such opinionwould be distributed to our stockholders, although copies will beprovided to stockholders who request it. We will not be required toobtain an opinion from an investment banking firm as to the fair marketvalue if our board of directors independently determines that thetarget business has sufficient fair market value.

Lack ofbusiness diversification

While we may seek to effect businesscombinations with more than one target business, our initial businesscombination must be with one or more target businesses whose fairmarket value, 

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collectively, is at least equal to 80%of our net assets at the time of such acquisition, as discussed above.Consequently, we expect to have the ability to effect only a singlebusiness combination, although this may entail the simultaneousacquisitions of several operating businesses. At the time of ourinitial business combination, we may not be able to acquire more thanone target business because of various factors, including possiblecomplex accounting issues, which would include generating pro formafinancial statements reflecting the operations of several targetbusinesses as if they had been combined, and numerous logisticalissues, which would include attempting to coordinate the timing ofnegotiations, proxy statement disclosure and closing with multipletarget businesses. In addition, we would also be exposed to the riskthat conditions to closings with respect to the acquisition of one ormore of the target businesses would not be satisfied bringing the fairmarket value of the business combination below the required fair marketvalue of 80% of our net assets threshold. Accordingly, while itis possible that we may attempt to effect our initial businesscombination with more than one target business, we are more likely tochoose a single target business if deciding between one target businessmeeting such 80% threshold and comparable multiple targetbusiness candidates collectively meeting the 80% threshold.Accordingly, for an indefinite period of time, the prospects for oursuccess may be entirely dependent upon the future performance of asingle business. Unlike other entities which may have the resources tocomplete several business combinations of entities operating inmultiple industries or multiple areas of a single industry, it isprobable that we will not have the resources to diversify ouroperations or benefit from the possible spreading of risks oroffsetting of losses. By consummating a business combination with onlya single entity, our lack of diversificationmay:

|  |              |                                                                                                                                                                                                                                |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | subject us to numerous economic,competitive and regulatory developments, any or all of which may have asubstantial adverse impact upon the particular industry in which we mayoperate subsequent to a business combination,and |

|  |              |                                                                                                                                    |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | result in our dependency upon thedevelopment or market acceptance of a single or limited number ofproducts, processes or services. |

If we consummated a businesscombination structured as a merger in which the consideration is ourstock, we would have a significant amount of cash available to makesubsequent acquisitions following our initial businesscombination.

Limited ability to evaluate the targetbusiness’ management

Although we intend to closelyscrutinize the management of a prospective target business whenevaluating the desirability of effecting a business combination, wecannot assure you that our assessment of the target business’management will prove to be correct. In addition, we cannot assure youthat the future management will have the necessary skills,qualifications or abilities to manage a public company. Furthermore,the future role of our officers and directors, if any, in the targetbusiness cannot presently be stated with any certainty. Moreover, ourcurrent management will only be able to remain with the combinedcompany after the consummation of a business combination if they areable to negotiate the same in connection with any such combination. Anysuch negotiations may result in a conflict of interest. While it ispossible that one or more of our directors will remain associated insome capacity with us following a business combination, it is unlikelythat any of them will devote their full efforts to our affairssubsequent to a business combination. Moreover, we cannot assure youthat our officers and directors will have significant experience orknowledge relating to the operations of the particular targetbusiness.

Following a business combination, we may seek torecruit additional managers to supplement the incumbent management ofthe target business. We cannot assure you that we will have the abilityto recruit additional managers, or that additional managers will havethe requisite skills, knowledge or experience necessary to enhance theincumbent management.

Opportunity for stockholder approval ofbusiness combination

Prior to the completion of a businesscombination, we will submit the transaction to our stockholders forapproval, even if the nature of the acquisition is such as would notordinarily require 

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stockholder approval under applicable statelaw. In connection with seeking stockholder approval of a businesscombination, we will furnish our stockholders with proxy solicitationmaterials prepared in accordance with the Securities Exchange Act of1934, which, among other matters, will include a description of theoperations of the target business and audited historical financialstatements of the target business based on United States generallyaccepted accounting principles.

In connection with the voterequired for any business combination, all of our initial stockholders,including all of our officers and directors, have agreed to vote theirrespective shares of common stock owned by them immediately prior tothe initial public offering in accordance with the majority of theshares of common stock voted by the public stockholders. This votingarrangement shall not apply to shares included in units purchased inthe initial public offering or purchased following our initial publicoffering in the open market by any of our initial stockholders,officers and directors. Accordingly, they may vote on a proposedbusiness combination with respect to shares of common stock acquired inthe aftermarket any way they so choose. We will proceed with thebusiness combination only if a majority of the shares of common stockvoted by the public stockholders are voted in favor of the businesscombination and public stockholders owning less than 20% of theshares sold in the initial public offering exercise their conversionrights.

Conversion rights

At the time we seek stockholderapproval of any business combination, we will offer each publicstockholder the right to have such stockholder’s shares ofcommon stock converted to cash if the stockholder votes against thebusiness combination and the business combination is approved andcompleted. The actual per-share conversion price will be equal to theamount in the trust fund, inclusive of any interest (calculated as oftwo business days prior to the consummation of the proposed businesscombination), divided by the number of shares sold in our initialpublic offering. Without taking into any account interest earned on thetrust fund, the initial per-share conversion price would beapproximately $7.35 per share sold in the initial public offering, or$0.65 less than the per-unit offering price of $8.00. An eligiblestockholder may request conversion at any time after the mailing to ourstockholders of the proxy statement and prior to the vote taken withrespect to a proposed business combination at a meeting held for thatpurpose, but the request will not be granted unless the stockholdervotes against the business combination and the business combination isapproved and completed. If a stockholder votes against the businesscombination but fails to properly exercise its conversion rights, suchstockholder will not have its shares of common stock converted to itspro rata distribution of the trust fund. Any request for conversion,once made, may be withdrawn at any time up to the date of the meeting.It is anticipated that the funds to be distributed to stockholdersentitled to convert their shares who elect conversion will bedistributed promptly after completion of a business combination. Publicstockholders who convert their stock into their share of the trust fundstill have the right to exercise the warrants that they received aspart of the units. We will not complete any business combination ifpublic stockholders, owning 20% or more of the shares sold inthe initial public offering, exercise their conversionrights.

Liquidation if no business combination

If we donot complete a business combination within 18 months after July6,  2005, the date we consummated our initial public offering, orwithin 24 months if the extension criteria described below have beensatisfied, we will be dissolved and will distribute to all of ourpublic stockholders, in proportion to their respective equityinterests, an aggregate sum equal to the amount in the trust fund,inclusive of any interest, plus any remaining net assets. Our initialstockholders, including all of our officers and directors, have waivedtheir rights to participate in any liquidation distribution withrespect to shares of common stock owned by them immediately prior tothe initial public offering. There will be no distribution from thetrust fund with respect to our warrants, which will expireworthless.

If we were to expend all of the net proceeds of ourinitial public offering, other than the proceeds deposited in the trustfund, per-share liquidation price as of December  31,  2005would be 

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approximately $7.43 per share sold in theinitial public offering, or $0.57 less than the per-unit offering priceof $8.00. The proceeds in the trust fund could, however, become subjectto the claims of our creditors which could be prior to the claims ofour public stockholders. Certain members of our board of directors haveagreed pursuant to agreements with us and Broadband Capital ManagementLLC, if we liquidate prior to the consummation of a businesscombination, they will be personally liable to pay debts andobligations to vendors that are owed money by us for services renderedor products sold to us in excess of the net proceeds of the initialpublic offering not held in the trust account at that time. We cannotassure you, however, that they would be able to satisfy thoseobligations. Further, they will not be personally liable to pay debtsand obligations to prospective target businesses if a businesscombination is not consummated with such prospective target businesses,or for claims from any other entity other than vendors. Accordingly, wecannot assure you that the actual per-share liquidation price will notbe less than the $7.43 per share sold in the initial public offeringheld in trust as of December  31,  2005, plus interest, dueto claims of creditors.

If we enter into either a letter ofintent, an agreement in principle or a definitive agreement to completea business combination prior to January  6,  2007 (18months after the consummation of our initial public offering), but areunable to complete the business combination within the 18-month period,then we will have an additional six months, until July  6,2007, in which to complete the business combination contemplated by theletter of intent, agreement in principle or definitive agreement. If weare unable to do so by the expiration of the 24-month period from theconsummation of our initial public offering, we will then liquidate.Upon notice from us, the trustee of the trust fund will commenceliquidating the investments constituting the trust fund and will turnover the proceeds to our transfer agent for distribution to our publicstockholders. We anticipate that our instruction to the trustee wouldbe given promptly after the expiration of the applicable 18-month or24-month period.

Our public stockholders shall be entitled toreceive funds from the trust fund only in the event of our liquidationor if the stockholders seek to convert their respective shares intocash upon a business combination which the stockholder voted againstand which is actually completed by us. In no other circumstances shalla stockholder have any right or interest of any kind to or in the trustfund.

Competition

In identifying, evaluating andselecting a target business, we may encounter intense competition fromother entities having a business objective similar to ours. Many ofthese entities are well established and have extensive experienceidentifying and effecting business combinations directly or throughaffiliates. Many of these competitors possess greater technical, humanand other resources than us and our financial resources will berelatively limited when contrasted with those of many of thesecompetitors. While we believe there are numerous potential targetbusinesses that we could acquire with the net proceeds of the initialpublic offering, our ability to compete in acquiring certain sizabletarget businesses will be limited by our available financial resources.This inherent competitive limitation gives others an advantage inpursuing the acquisition of a target business.Further:

|  |               |                                                                                                                                                                                                                                                                                     |
|--|---------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •   | our obligation to seekstockholder approval of a business combination or obtain the necessaryfinancial information to be included in the proxy statement to be sentto stockholders in connection with such business combination may delayor prevent the completion of a transaction; |

|  |              |                                                                                                                                                                                       |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | our obligation to convert into cash shares of common stock heldby our public stockholders in certain instances may reduce theresources available to us for a business combination;and |

|  |               |                                                                                                                                       |
|--|---------------|---------------------------------------------------------------------------------------------------------------------------------------|
|  | •   | our outstanding warrants, and thefuture dilution they potentially represent, may not be viewed favorablyby certain target businesses. |

Any of these factors may place usat a competitive disadvantage in successfully negotiating a businesscombination. Our management believes, however, that to the extent thatour target business is a privately held entity, our status as awell-financed public entity may give us a competitive advantage overentities having a similar business objective as ours in acquiring atarget business with significant growth potential on favorableterms.

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If we succeed in effecting a businesscombination, there will be, in all likelihood, intense competition fromcompetitors of the target business. We cannot assure you that,subsequent to a business combination, we will have the resources orability to compete effectively.

Employees

We have threeofficers, all of whom are also members of our board of directors. Theseindividuals are not obligated to contribute any specific number ofhours per week and intend to devote only as much time as they deemnecessary to our affairs. We do not intend to have any full timeemployees prior to the consummation of a businesscombination.

Item 1A.   RiskFactors.

Statements in this Annual Report under the captions‘‘Business’’ and‘‘Management’s Discussion and Analysis ofFinancial Condition and Results of Operations’’, as wellas oral statements that may be made by us or by our officers, directorsor employees acting on our behalf, that are not historical factconstitute ‘‘forward-looking statements’’within the meaning of the Private Securities Litigation Reform Act of1995. Such forward-looking statements involve known and unknown risks,uncertainties and other factors that could cause our actual results tobe materially different from the historical results or from any resultsexpressed or implied by such forward-looking statements. Such factorsinclude, but are not limited to, the risk factors set forthbelow.

We do not intend to update any forward-looking statementsto reflect events or circumstances after the date of such statements orto reflect the occurrence of anticipated or unanticipatedevents.

We are a development stage company with nooperating history and, accordingly, you will not have any basis onwhich to evaluate our ability to achieve our businessobjective.

We are a recently incorporated development stagecompany with no operating results to date. Since we do not have anoperating history, you will have no basis upon which to evaluate ourability to achieve our business objective, which is to acquire anoperating business. We will not generate any revenues until, at theearliest, after the consummation of a businesscombination.

If we are forced to liquidate before abusiness combination, our public stockholders will receive less than$8.00 per share upon distribution of the trust fund and our warrantswill expire worthless.

If we are unable to complete abusiness combination and are forced to liquidate our assets, theper-share liquidation will be less than $8.00 because of the expensesof the initial public offering, our general and administrative expensesand the costs of seeking a business combination. Furthermore, therewill be no distribution with respect to our outstanding warrants and,accordingly, the warrants will expire worthless if we liquidate beforethe completion of a business combination.

You will not beentitled to protections normally afforded to investors of blank checkcompanies.

Since the net proceeds of the initial publicoffering are intended to be used to complete a business combinationwith a target business that has not been identified, we may be deemedto be a ‘‘blank check’’ company under theUnited States securities laws. However, since we have net tangibleassets in excess of $5,000,000 received from the successfulconsummation of the initial public offering and filed a CurrentReport on Form 8-K with the SEC upon consummation of the initialpublic offering including an audited balance sheet demonstrating thisfact, we are exempt from rules promulgated by the SEC to protectinvestors of blank check companies such as Rule 419.Accordingly, investors will not be afforded the benefits or protectionsof those rules. Because we are not subject to Rule 419, ourunits will be immediately tradable and we have a longer period of timeto complete a business combination in certaincircumstances.

Because there are numerous companies with abusiness plan similar to ours seeking to effectuate a businesscombination, it may be more difficult for us to complete a businesscombination.

Based upon publicly available information, atleast 38 similarly structured blank check companies have completedinitial public offerings since August  2003 and a number ofothers have filed 

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registration statements for initial publicofferings. Of these companies, we believe that less than ten companieshas consummated a business combination, while only a few, at best, haveannounced they have entered into a definitive agreement for a businesscombination, but have not consummated such business combination.Accordingly, we believe there we compete with a large numberof blank check companies that are seeking to carry out a business plansimilar to our business plan. While some of those companies havespecific industries that they must complete a business combination in,a number of them may consummate a business combination in any industrythey choose. We may therefore be subject to competition from these andother companies seeking to consummate a business plan similar to ourswhich will, as a result, increase demand for privately-held companiesto combine with companies structured similarly to ours. Further, thefact that only a small number of such companies have completed abusiness combination or entered into a definitive agreement for abusiness combination may be an indication that there are only a limitednumber of attractive target businesses available to such entities orthat many privately-held target businesses may not be inclined to enterinto business combinations with publicly held blank check companieslike us. We cannot assure you that we will be able to successfullycompete for an attractive business combination. Additionally, becauseof this competition, we cannot assure you that we will be able toeffectuate a business combination within the required time periods. Ifwe are unable to find a suitable target business within such timeperiods, we will be forced to liquidate.

If thirdparties bring claims against us, the proceeds held in trust could bereduced and the per-share liquidation price received by stockholdersmay be less than the approximately $7.43 per share sold in the initialpublic offering in trust as of December  31,2005.

Our placing of funds in trust may not protect thosefunds from third party claims against us. Although we have and willseek to have vendors, prospective target businesses or other entitieswe engage execute agreements with us waiving any right, title, interestor claim of any kind in or to any monies held in the trust account forthe benefit of our public stockholders, there is no guarantee that theywill execute such agreements or even if they execute such agreementsthat they would be prevented from bringing claims against the trustfund. If any third party refuses to execute an agreement waiving suchclaims to the monies held in the trust account, we would perform ananalysis of the alternatives available to us if we chose not to engagesuch third party and evaluate if such engagement would be in the bestinterest of our stockholders if such third party refused to waive suchclaims. Examples of possible instances where we may engage a thirdparty that refused to execute a waiver include the engagement of athird party consultant whose particular expertise or skills arebelieved by management to be significantly superior to those of otherconsultants that would agree to execute a waiver or in cases wheremanagement is unable to find a provider of required services willing toprovide the waiver. In any event, our management would perform ananalysis of the alternatives available to it and would only enter intoan agreement with a third party that did not execute a waiver ifmanagement believed that such third party’s engagement would besignificantly more beneficial to us than any alternative. In addition,there is no guarantee that such entities will agree to waive any claimsthey may have in the future as a result of, or arising out of, anynegotiations, contracts or agreements with us and will not seekrecourse against the trust account for any reason. Accordingly, theproceeds held in trust could be subject to claims which could takepriority over the claims of our public stockholders and the per-shareliquidation price could be less than the approximately $7.43 per sharesold in the initial public offering in trust as of December  31,2005, due to claims of such creditors. If we are unable tocomplete a business combination and are forced to liquidate, certain ofour officers and directors, severally, in accordance with theirrespective beneficial ownership interests in us, will be personallyliable under certain circumstances to ensure that the proceeds in thetrust fund are not reduced by the claims of various vendors or otherentities that are owed money by us for services rendered or productssold to us. However, we cannot assure you that they will be able tosatisfy those obligations.

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Since we have not currentlyselected a particular industry or prospective target business withwhich to complete a business combination, we are currently unable toascertain the merits or risks of the industry or target business inwhich we may ultimately operate.

We may consummate abusiness combination with a company in any industry we choose and arenot limited to any particular industry. Accordingly, there is nocurrent basis for you to evaluate the possible merits or risks of theparticular industry in which we may ultimately operate or the targetbusiness which we may ultimately acquire. To the extent we complete abusiness combination with a financially unstable company or an entityin its development stage, we may be affected by numerous risks inherentin the business operations of those entities. If we complete a businesscombination with an entity in an industry characterized by a high levelof risk, we may be affected by the currently unascertainable risks ofthat industry. For example, if we complete a business combination witha business in the healthcare industry, we may be subject to variousregulatory risks such as risks relating to reimbursement from thirdparty payors. Although our management will endeavor to evaluate therisks inherent in a particular industry or target business, we cannotassure you that we will properly ascertain or assess all of thesignificant risk factors. We also cannot assure you that an investmentin our securities will not ultimately prove to be less favorable than adirect investment, if an opportunity were available, in a targetbusiness.

We may issue shares of our capital stock ordebt securities to complete a business combination, which would reducethe equity interest of our stockholders and likely cause a change incontrol of our ownership.

Our certificate of incorporationauthorizes the issuance of up to 70,000,000 shares of common stock, parvalue $.001 per share, and 1,000,000 shares of preferred stock, parvalue $.001 per share. After the initial public offering and theexercise of the underwriters’ over-allotment option, there are30,250,000 authorized but unissued shares of our common stock availablefor issuance (after appropriate reservation for the issuance of sharesupon full exercise of our outstanding warrants and the purchase optiongranted to Broadband Capital Management LLC, the representative of theunderwriters) and all of the 1,000,000 shares of preferred stockavailable for issuance. Although we have no commitments as of yet toissue our securities, we may issue a substantial number of additionalshares of our common stock or preferred stock, or a combination ofcommon and preferred stock, to complete a business combination. Theissuance of additional shares of our common stock or any number ofshares of our preferred stock:

|  |              |                                                                                         |
|--|--------------|-----------------------------------------------------------------------------------------|
|  | •  | maysignificantly reduce the equity interest of investors in the initialpublic offering; |

|  |               |                                                                                                                                                                                                                                                                                                                 |
|--|---------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •   | will likely cause achange in control if a substantial number of our shares of common stockare issued, which may affect, among other things, our ability to useour net operating loss carry forwards, if any, and most likely alsoresult in the resignation or removal of our present officers anddirectors; and |

|  |               |                                                                    |
|--|---------------|--------------------------------------------------------------------|
|  | •   | may adversely affectprevailing market prices for our common stock. |

Similarly,if we issued debt securities, it could resultin:

|  |              |                                                                                                                                           |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | default and foreclosure on ourassets if our operating cash flow after a business combination wereinsufficient to pay our debtobligations; |

|  |              |                                                                                                                                                                                                                                                                                                                               |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | acceleration of ourobligations to repay the indebtedness even if we have made allprincipal and interest payments when due if the debt security containedcovenants that required the maintenance of certain financial ratios orreserves and any such covenant were breached without a waiver orrenegotiation of that covenant; |

|  |              |                                                                                                                    |
|--|--------------|--------------------------------------------------------------------------------------------------------------------|
|  | •  | ourimmediate payment of all principal and accrued interest, if any, if thedebt security was payable on demand; and |

|  |              |                                                                                                                                                                                               |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | our inability to obtain additional financing, if necessary, ifthe debt security contained covenants restricting our ability to obtainadditional financing while such security wasoutstanding. |

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Our officers and directors control asubstantial interest in us and thus may influence certain actionsrequiring stockholder vote.

Our officers and directorscollectively own 15.8% of our issued and outstanding shares ofour common stock. Any shares of common stock acquired by our initialstockholders in the aftermarket will be considered as part of theholding of the public stockholders and will have the same rights asother public stockholders, including voting and conversion rights withrespect to a potential business combination. Accordingly, they may voteon a proposed business combination with respect to shares acquired inthe aftermarket any way they so choose.

Our board of directors isdivided into three classes, each of which will generally serve for aterm of three years with only one class of directors being elected ineach year. It is unlikely that there will be an annual meeting ofstockholders to elect new directors prior to the consummation of abusiness combination, in which case all of the current directors willcontinue in office at least until the consummation of the businesscombination. If there is an annual meeting, as a consequence of our‘‘staggered’’ board of directors, only aminority of the board of directors will be considered for election andour initial stockholders, including all of our officers and directors,because of their ownership position, will have considerable influenceregarding the outcome. Accordingly, our initial stockholders willcontinue to exert control at least until the consummation of a businesscombination. In addition, our initial stockholders and their affiliatesand relatives are not prohibited from purchasing our securities in theaftermarket. If they do, we cannot assure you that our initialstockholders will not have considerable influence upon the vote inconnection with a business combination.

It is likelythat some of our current officers and directors will resign uponconsummation of a business combination and we will have only limitedability to evaluate the management of the targetbusiness.

Our ability to successfully effect a businesscombination will be totally dependent upon the efforts of our keypersonnel. The future role of our key personnel following a businesscombination, however, cannot presently be fully ascertained. Althoughwe expect several of our management and other key personnel,particularly our chairman of the board and chief executive officer, toremain associated with us following a business combination, we mayemploy other personnel following the business combination. Moreover,our current management will only be able to remain with the combinedcompany after the consummation of a business combination if they areable to negotiate the same as part of any such combination. If weacquired a target business in an all-cash transaction, it would be morelikely that current members of management would remain with us if theychose to do so. If a business combination were structured as a mergerwhereby the stockholders of the target company were to control thecombined company following a business combination, it may be lesslikely that management would remain with the combined company unless itwas negotiated as part of the transaction via the acquisitionagreement, an employment agreement or other arrangement. In making thedetermination as to whether current management should remain with usfollowing the business combination, management will analyze theexperience and skill set of the target business’ management andnegotiate as part of the business combination that certain members ofcurrent management remain if it is believed that it is in the bestinterests of the combined company post-business combination. Ifmanagement negotiates to be retained post-business combination as acondition to any potential business combination, such negotiations mayresult in a conflict of interest. While we intend to closely scrutinizeany additional individuals we engage after a business combination, wecannot assure you that our assessment of these individuals will proveto be correct. These individuals may be unfamiliar with therequirements of operating a public company as well as United Statessecurities laws which could cause us to have to expend time andresources helping them become familiar with such laws. This could beexpensive and time-consuming and could lead to various regulatoryissues which may adversely affect ouroperations.

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Our officers and directors mayallocate their time to other businesses thereby causing conflicts ofinterest in their determination as to how much time to devote to ouraffairs. This could have a negative impact on our ability to consummatea business combination.

Our officers and directors are notrequired to commit their full time to our affairs, which may result ina conflict of interest in allocating their time between our operationsand other businesses. We do not intend to have any full time employeesprior to the consummation of a business combination. All of ourexecutive officers are engaged in several other business endeavors andare not obligated to contribute any specific number of hours per weekto our affairs. If our executive officers’ other businessaffairs require them to devote more substantial amounts of time to suchaffairs, it could limit their ability to devote time to our affairs andcould have a negative impact on our ability to consummate a businesscombination.

Our officers and directors may in thefuture become affiliated with entities engaged in business activitiessimilar to those intended to be conducted by us and accordingly, mayhave conflicts of interest in determining to which entity a particularbusiness opportunity should be presented.

Our officers anddirectors may in the future become affiliated with entities, includingother ‘‘blank check’ companies, engaged inbusiness activities similar to those intended to be conducted by us.Additionally, our officers and directors may become aware of businessopportunities which may be appropriate for presentation to us as wellas the other entities with which they are or may be affiliated.Further, certain of our officers and directors are currently involvedin other businesses that are similar to the business activities that weintend to conduct following a business combination. Due to theseexisting affiliations, they may have fiduciary obligations to presentpotential business opportunities to those entities prior to presentingthem to us which could cause additional conflicts of interest.Accordingly, they may have conflicts of interest in determining towhich entity a particular business opportunity should bepresented.

All of our officers and directors ownshares of our common stock which will not participate in liquidationdistributions and therefore they may have a conflict of interest indetermining whether a particular target business is appropriate for abusiness combination.

All of our officers and directors ownshares of stock in our company which were issued prior to the initialpublic offering, but have waived their right to receive distributionswith respect to those shares upon our liquidation upon our failure tocomplete a business combination. Additionally, our officers anddirectors purchased warrants in the open market following the initialpublic offering. The shares and warrants owned by our officers anddirectors and their affiliates will be worthless if we do notconsummate a business combination. In addition, because only a majorityvote is needed to approve the business combination, our officers anddirectors may have a conflict of interest since they could vote againstthe business combination with respect to any shares purchased by themin the aftermarket and could exercise their conversion rights withrespect to such shares if less than 20% of the publicstockholders vote against the business combination and convert theirshares. The personal and financial interests of our directors mayinfluence their motivation in identifying and selecting a targetbusiness and completing a business combination timely. Consequently,our directors’ and officers’ discretion in identifyingand selecting a suitable target business may result in a conflict ofinterest when determining whether the terms, conditions and timing of aparticular business combination are appropriate and in ourstockholders’ best interest.

If our commonstock becomes subject to the SEC’s penny stock rules,broker-dealers may experience difficulty in completing customertransactions and trading activity in our securities may be adverselyaffected.

If at any time we have net tangible assets of$5,000,000 or less and our common stock has a market price per share ofless than $5.00, transactions in our common stock may be subject to the‘‘penny stock’’ rules promulgated under theSecurities Exchange Act of 1934. Under these rules, broker-dealers whorecommend such securities to persons other than institutionalaccredited investors must:

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|  |              |                                                                   |
|--|--------------|-------------------------------------------------------------------|
|  | •  | make a specialwritten suitability determination for thepurchaser; |

|  |              |                                                                               |
|--|--------------|-------------------------------------------------------------------------------|
|  | •  | receive thepurchaser’s written agreement to a transaction prior tosale; |

|  |              |                                                                                                                                                                                                                                                                                        |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | provide the purchaser with riskdisclosure documents which identify certain risks associated withinvesting in ‘‘penny stocks’’ and whichdescribe the market for these ‘‘pennystocks’’ as well as a purchaser’s legal remedies;and |

|  |              |                                                                                                                                                                                                                                          |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | obtain a signed and datedacknowledgment from the purchaser demonstrating that the purchaser hasactually received the required risk disclosure document before atransaction in a ‘‘penny stock’’ can becompleted. |

If our common stock becomes subject to these rules,broker-dealers may find it difficult to effectuate customertransactions and trading activity in our securities may be adverselyaffected. As a result, the market price of our securities may bedepressed, and you may find it more difficult to sell oursecurities.

It is probable that we will only be ableto complete one business combination with the proceeds of the initialpublic offering, which will cause us to be solely dependent on a singlebusiness and a limited number of services.

Our initialbusiness combination must be with a business or businesses with acollective fair market value of at least 80% of our net assetsat the time of such acquisition. We may not be able to acquire morethan one target business because of various factors, including possiblecomplex accounting issues, which would include generating pro formafinancial statements reflecting the operations of several targetbusinesses as if they had been combined, and numerous logisticalissues, which would include attempting to coordinate the timing ofnegotiations, proxy statement disclosure and closing with multipletarget businesses. In addition, we would also be exposed to the riskthat conditions to closings with respect to the acquisition of one ormore of the target businesses would not be satisfied bringing the fairmarket value of the business combination below the required fair marketvalue of 80% of our net assets threshold. Accordingly, while itis possible that we may attempt to effect our initial businesscombination with more than one target business, we are more likely tochoose a single target business if deciding between one target businessmeeting such 80% threshold and comparable multiple targetbusiness candidates collectively meeting the 80% threshold.Consequently, it is probable that, unless the purchase price consistssubstantially of our equity, we will have the ability to complete onlythe initial business combination with the proceeds of the initialoffering. Accordingly, the prospects for our success maybe:

|  |               |                                                              |
|--|---------------|--------------------------------------------------------------|
|  | •   | solely dependent upon theperformance of a single business,or |

|  |              |                                                                                                           |
|--|--------------|-----------------------------------------------------------------------------------------------------------|
|  | •  | dependent upon the development ormarket acceptance of a single or limited number of processes orservices. |

In this case, we will not be able to diversifyour operations or benefit from the possible spreading of risks oroffsetting of losses, unlike other entities which may have theresources to complete several business combinations in differentindustries or different areas of a single industry.

Becauseof our limited resources and the significant competition for businesscombination opportunities, we may not be able to consummate anattractive business combination.

We have encountered andexpect to encounter intense competition from other entities having abusiness objective similar to ours, including venture capital funds,leveraged buyout funds and operating businesses competing foracquisitions. Many of these entities are well established and haveextensive experience in identifying and effecting business combinationsdirectly or through affiliates. Many of these competitors possessgreater technical, human and other resources than we do and ourfinancial resources will be relatively limited when contrasted withthose of many of these competitors. While we believe that there arenumerous potential target businesses that we could acquire with the netproceeds of the initial public offering, our ability to compete inacquiring certain sizable target businesses will be limited by ouravailable financial resources. This inherent competitive limitationgives others an advantage in pursuing the acquisition of certain targetbusinesses. In addition, we may 

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not have enough cash available from fundsoutside of the trust account to make deposits or fund a‘‘no-shop’’ provision in connection with aparticular business combination which may cause us to be at acompetitive disadvantage in pursuing the acquisition of targetbusinesses. Further, the obligation we have to seek stockholderapproval of a business combination may delay the consummation of atransaction, and our obligation to convert into cash the shares ofcommon stock held by public stockholders in certain instances mayreduce the resources available for a business combination.Additionally, our outstanding warrants, and the future dilution theypotentially represent, may not be viewed favorably by certain targetbusinesses. Any of these obligations may place us at a competitivedisadvantage in successfully negotiating a businesscombination.

We may be unable to obtain additionalfinancing, if required, to complete a business combination or to fundthe operations and growth of the target business, which could compel usto restructure the transaction or abandon a particular businesscombination.

Although we believe that the net proceeds ofthe initial public offering are sufficient to allow us to consummate abusiness combination, we cannot currently ascertain the capitalrequirements for any particular transaction. If the net proceeds of theinitial public offering prove to be insufficient, either because of thesize of the business combination or the depletion of the available netproceeds in search of a target business, or because we become obligatedto convert into cash a significant number of shares from dissentingstockholders, we will be required to seek additional financing. Wecannot assure you that such financing would be available on acceptableterms, if at all. To the extent that additional financing proves to beunavailable when needed to consummate a particular businesscombination, we would be compelled to restructure the transaction orabandon that particular business combination and seek an alternativetarget business candidate. In addition, it is possible that we coulduse a portion of the funds not in the trust account to make a deposit,down payment or fund a ‘‘no-shop’’provision with respect to a particular proposed business combination,although we do not have any current intention to do so. In the eventthat we were ultimately required to forfeit such funds (whether as aresult of our breach of the agreement relating to such payment orotherwise), we may not have a sufficient amount of working capitalavailable outside of the trust account to conduct due diligence and payother expenses related to finding a suitable business combinationwithout securing additional financing. If we were unable to secureadditional financing, we would most likely fail to consummate abusiness combination in the allotted time and would be forced toliquidate. In addition, if we consummate a business combination, we mayrequire additional financing to fund the operations or growth of thetarget business. The failure to secure additional financing could havea material adverse effect on the continued development or growth of thetarget business. None of our officers, directors or stockholders isrequired to provide any financing to us in connection with or after abusiness combination.

Our outstanding warrants may have anadverse effect on the market price of common stock and make it moredifficult to effect a business combination.

In connectionwith the initial public offering, as part of the units, we issuedwarrants to purchase 17,250,000 shares of common stock. We will alsoissue an option to purchase 750,000 units to the representative of theunderwriters which, if exercised, will result in the issuance of anadditional 750,000 warrants. To the extent we issue shares of commonstock to effect a business combination, the potential for the issuanceof substantial numbers of additional shares upon exercise of thesewarrants could make us a less attractive acquisition vehicle in theeyes of a target business as such securities, when exercised, willincrease the number of issued and outstanding shares of our commonstock and reduce the value of the shares issued to complete thebusiness combination. Accordingly, our warrants and options may make itmore difficult to effectuate a business combination or increase thecost of the target business. Additionally, the sale, or even thepossibility of sale, of the shares underlying the warrants could havean adverse effect on the market price for our securities or on ourability to obtain future public financing. If and to the extent thesewarrants and options are exercised, you may experience dilution to yourholdings.

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If our initial stockholdersexercise their registration rights, it may have an adverse effect onthe market price our common stock and the existence of these rights maymake it more difficult to effect a business combination.

Ourinitial stockholders are entitled to demand that we register the resaleof their shares of common stock at any time after the date on whichtheir shares are released from escrow, which, except in limitedcircumstances, will not be before June  29,  2008. If ourinitial stockholders exercise their registration rights with respect toall of their shares of common stock, then there will be an additional3,750,000 shares of common stock eligible for trading in thepublic market. The presence of this additional number of shares ofcommon stock eligible for trading in the public market may have anadverse effect on the market price of our common stock. In addition,the existence of these rights may make it more difficult to effectuatea business combination or increase the cost of the target business, asthe stockholders of the target business may be discouraged fromentering into a business combination with us or request a higher pricefor their securities as a result of these registration rights and thepotential future effect their exercise may have on the trading marketfor our common stock.

The American Stock Exchange maydelist our securities from quotation on its exchange which could limitinvestors’ ability to make transactions in our securities andsubject us to additional trading restrictions.

Oursecurities are listed on the American Stock Exchange, a nationalsecurities exchange, and have been since the consummation of theinitial public offering. We cannot assure you that our securities willcontinue to be listed on the American Stock Exchange in the futureprior to a business combination. Additionally, in connection with ourbusiness combination, it is likely that the American Stock Exchange mayrequire us to file a new initial listing application and meetits initial listing requirements as opposed to its more lenientcontinued listing requirements. We cannot assure you that we will beable to meet those initial listing requirements at that time.

Ifthe American Stock Exchange delists our securities from trading on itsexchange, we could face significant material adverse consequencesincluding:

|  |               |                                                                |
|--|---------------|----------------------------------------------------------------|
|  | •   | a limited availability ofmarket quotations for our securities; |

|  |               |                                                                                                                                                                                                                                                                                            |
|--|---------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •   | adetermination that our common stock is a ‘‘pennystock’’ which will require brokers trading in our commonstock to adhere to more stringent rules and possibly resulting in areduced level of trading activity in the secondary trading market forour common stock; |

|  |               |                                                                   |
|--|---------------|-------------------------------------------------------------------|
|  | •   | a limited amount ofnews and analyst coverage for our company; and |

|  |              |                                                                                                 |
|--|--------------|-------------------------------------------------------------------------------------------------|
|  | •  | a decreased ability to issue additional securities or obtainadditional financing in the future. |

If we are deemedto be an investment company, we may be required to institute burdensomecompliance requirements and our activities may be restricted, which maymake it difficult for us to complete a businesscombination.

If we are deemed to be an investment companyunder the Investment Company Act of 1940, our activities may berestricted, including:

|  |              |                                                  |
|--|--------------|--------------------------------------------------|
|  | •  | restrictions onthe nature of our investments;and |

|  |              |                                            |
|--|--------------|--------------------------------------------|
|  | •  | restrictions on the issuance ofsecurities, |

which may make it difficult for us to completea business combination.

In addition, we may have imposed upon usburdensome requirements,including:

|  |              |                                       |
|--|--------------|---------------------------------------|
|  | •  | registration as an investmentcompany; |

|  |              |                                                        |
|--|--------------|--------------------------------------------------------|
|  | •  | adoption of a specific form ofcorporate structure; and |

|  |              |                                                                                                     |
|--|--------------|-----------------------------------------------------------------------------------------------------|
|  | •  | reporting,record keeping, voting, proxy and disclosure requirements and otherrules and regulations. |

We do not believe that ouranticipated principal activities will subject us to the InvestmentCompany Act of 1940. To this end, the proceeds held in trust may onlybe invested by the trust agent only in 

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Treasury Bills issued by the United Stateswith a maturity of 180 days or less or in money market fundsmeeting certain conditions under Rule 2a-7 promulgated under theInvestment Company Act of 1940. By restricting the investment of theproceeds to these instruments, we intend to meet the requirements forthe exemption provided in Rule 3a-1 promulgated under theInvestment Company Act of 1940. If we were deemed to be subject to theact, compliance with these additional regulatory burdens would requireadditional expense that we have not allottedfor.

Because we may be deemed to have no‘‘independent’’ directors, actions takenand expenses incurred by our officers and directors on our behalf willgenerally not be subject to ‘‘independent’’review.

Each of our directors owns shares of our commonstock and, although no salary or other compensation will be paid tothem for services rendered prior to or in connection with a businesscombination, they may receive reimbursement for out-of-pocket expensesincurred by them in connection with activities on our behalf such asidentifying potential target businesses and performing due diligence onsuitable business combinations. There is no limit on the amount ofthese out-of-pocket expenses and there will be no review of thereasonableness of the expenses by anyone other than our board ofdirectors, which includes persons who may seek reimbursement, or acourt of competent jurisdiction if such reimbursement is challenged.Because none of our directors may be deemed‘‘independent,’’ we will generally not havethe benefit of independent directors examining the propriety ofexpenses incurred on our behalf and subject to reimbursement. Althoughwe believe that all actions taken by our directors on our behalf willbe in our best interests, we cannot assure you that this will be thecase. If actions are taken, or expenses are incurred that are not inour best interests, it could have a material adverse effect on ourbusiness and operations and the price of our stock held by the publicstockholders.

Item 1B.    Unresolved Staff Comments

Wehave received no written comments regarding our periodic or currentreports from the staff of the Securities and Exchange Commission thatwere issued 180 days or more preceding the end of our 2005 fiscal yearand that remain unresolved.

Item 2.    Properties.

Wemaintain our executive offices at 401 East Las Olas Boulevard, Suite1140, Fort Lauderdale, Florida 33301. The cost for this space providedby SB Management Corp., a corporation solely owned by Steven Berrard,our Chairman and Chief Executive Officer, is approximately $4,875 permonth and includes certain other additional services provided by SBManagement Corp. pursuant to a letter agreement between us and SBManagement Corp. We believe that based on rents and fees for similarservices in the Fort Lauderdale area, that the fee charged by SBManagement Corp. is at least as favorable as we could have obtainedfrom an unaffiliated person. We consider our current office spaceadequate for our current operations.

Item 3.    LegalProceedings.

To the knowledge of management, there is nolitigation currently pending or contemplated against us or any of ourofficers or directors in their capacity as such.

Item4.    Submission of Matters to a Vote of Security Holders.

Nomatter was submitted to a vote of security holders during the fourthquarter of the fiscal year ended December  31,2005.

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PARTII

Item 5.    Market for Registrant’s Common Equity,Related Stockholder Matters and Issuer Purchases of EquitySecurities.

Our common stock and warrants started tradingseparately as of July  28,  2005. Each of our unitsconsists of one share of our common stock and one redeemable commonstock purchase warrant and trades on the American Stock Exchange underthe symbol ‘‘SVI.U.’’ Our common Stock andwarrants trade on the American Stock Exchange under the symbols‘‘SVI’’ and‘‘SVI.WS’’, respectively. Each warrantentitles the holder to purchase from us one share of our common stockat an exercise price of $6.00 commencing the later of the completion ofa business combination with a target business or June  29,2006. Our warrants will expire at 5:00 p.m., New York City time, onJune  28,  2009, or earlier upon redemption.

Inaddition, as part of the initial public offering, we issued an optionto purchase 750,000 units for $10.00 per unit to the representative ofthe underwriters which, if exercised, will result in the issuance of750,000 common shares and 750,000 warrants. The warrants entitle theholder to purchase from us one share of common stock at an exerciseprice of $7.50 commencing the later of a business combination with atarget business or June  29,  2006. The warrants issued tounderwriters will expire June  28,  2009.

Thefollowing table sets forth, for the calendar quarter indicated, thequarterly high and low sales prices of our units, common stock andwarrants as reported on the American Stock Exchange since our unitscommenced public trading on June  30,  2005 and since suchcommon stock and warrants commenced public trading on July28,2005.

|                       |  |  |                       |   |      |          |  |  |       |   |      |     |  |  |      |   |      |     |  |  |  |   |      |  |  |  |  |   |      |  |  |  |  |   |      |  |
|-----------------------|--|--|-----------------------|---|------|----------|--|--|-------|---|------|-----|--|--|------|---|------|-----|--|--|--|---|------|--|--|--|--|---|------|--|--|--|--|---|------|--|
|                  |  |  | AmericanStockExchange |
|                  |  |  | CommonStock           |   |      | Warrants |  |  | Units |
|                  |  |  | High                  |   |      | Low      |  |  | High  |   |      | Low |  |  | High |   |      | Low |
| 2005Second Quarter(1) |  |  |                       |   | NA   |          |  |  |       |   | NA   |     |  |  |      |   | NA   |     |  |  |  |   | NA   |  |  |  |  | $ | 8.05 |  |  |  |  | $ | 7.84 |  |
| 2005Third Quarter(2)  |  |  |                       | $ | 7.20 |          |  |  |       | $ | 6.99 |     |  |  |      | $ | 1.05 |     |  |  |  | $ | 0.89 |  |  |  |  | $ | 8.09 |  |  |  |  | $ | 7.84 |  |
| 2005FourthQuarter     |  |  |                       | $ | 7.16 |          |  |  |       | $ | 7.03 |     |  |  |      | $ | 0.96 |     |  |  |  | $ | 0.73 |  |  |  |  | $ | 8.15 |  |  |  |  | $ | 7.80 |  |
|                       |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                       |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Thefigures for the second quarter 2005 are only for June  30,2005, the date on which our units first commenced trading on theAmerican Stock Exchange. |

|     |                                                                                                  |
|-----|--------------------------------------------------------------------------------------------------|
| (2) | Our common stock andwarrants commenced trading on the American Stock Exchange onJuly  28,  2005. |

Holders

As ofMarch  24,  2006, there was one holder of record of ourunits, eleven holders of record of our common stock and one holder ofrecord of our warrants.

Dividends

We have not paid anydividends on our common stock to date and do not intend to paydividends prior to the completion of a business combination. Thepayment of dividends in the future will be contingent upon our revenuesand earnings, if any, capital requirements and general financialcondition subsequent to completion of a business combination. Thepayment of any dividends subsequent to a business combination will bewithin the discretion of our then board of directors. It is the presentintention of our board of directors to retain all earnings, if any, foruse in our business operations and, accordingly, our board does notanticipate declaring any dividends in the foreseeablefuture.

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Recent Sales of UnregisteredSecurities

(a)   During the past threeyears, we sold the following shares of common stock withoutregistration under the SecuritiesAct:

|                         |  |  |                |  |         |  |
|-------------------------|--|--|----------------|--|---------|--|
| Stockholders            |  |  | NumberofShares |
| Steven R.Berrard        |  |  |                |  | 375,000 |  |
| The Edelson FamilyTrust |  |  |                |  | 218,750 |  |
| Thomas E.Aucamp         |  |  |                |  | 218,750 |  |
| Thomas C.Byrne          |  |  |                |  | 218,750 |  |
| NathanielKramer         |  |  |                |  | 218,750 |  |
|                         |

Such shares were issued onJanuary 28, 2005 in connection with our organization pursuant tothe exemption from registration contained in Section 4(2) of theSecurities Act as they were sold to sophisticated, wealthy individuals.The shares issued to the individuals and entities above were sold foran aggregate offering price of $25,000 at an average purchase price ofapproximately $0.02 per share.

On March 28, 2005, ourboard of directors authorized a stock dividend of 1.5714 shares ofcommon stock for each outstanding share of common stock, effectivelylowering the purchase price to approximately $.0078 per share. Nounderwriting discounts or commissions were paid with respect to suchsales.

On March  31,  2005, we sold an aggregate of535,753 shares of our common stock to the individuals set forth belowfor $4,179 in cash, at an average purchase price of $.0078 per share,asfollows:

|                         |  |  |                |  |         |  |
|-------------------------|--|--|----------------|--|---------|--|
| Name                    |  |  | NumberofShares |
| Cris V.Branden          |  |  |                |  | 133,939 |  |
| Richard L.Handley       |  |  |                |  | 133,938 |  |
| Robert J. Henninger,Jr. |  |  |                |  | 133,938 |  |
| Alex Muxo,Jr.           |  |  |                |  | 133,938 |  |
|                         |

Such shares were sold pursuantto an exemption from registration contained in Section 4(2) of theSecurities Act as they were sold to sophisticated, wealthyindividuals.

Use of Proceeds from our Initial PublicOffering

On July  6,  2005, we consummated ourinitial public offering of 15,000,000 units. On July  7,2005, we consummated the closing of an additional 2,250,000 units thatwere subject to the underwriters’ over-allotment option. Eachunit consists of one share of common stock and one redeemable commonstock purchase warrant. Each warrant entitles the holder to purchasefrom us one share of our common stock at an exercise price of $6.00.The managing underwriter in the offering was Broadband CapitalManagement LLC. The securities sold in the offering were registeredunder the Securities Act of 1933 on a registration statement on FormS-1 (No. 333-122812). The Securities and Exchange Commission declaredthe registration statement effective on June  29,2005.

Our net proceeds from the sale of our units, afterdeducting certain offering expenses of approximately $1,887,468,including $1,200,000 evidencing the underwriters’non-accountable expense allowance of 1% of the gross proceeds(excluding the proceeds from the underwriters’ over-allotment),were approximately $127,837,468. Of this amount, $126,720,000 wasplaced in trust and the remaining $1,117,468 was held outside of thetrust. The remaining proceeds are available to be used by us to providefor business, legal and accounting due diligence on prospectiveacquisitions and continuing general and administrative expenses. Wewill use substantially all of the net proceeds of the initial publicoffering to acquire a target business, including identifying andevaluating prospective acquisition candidates, selecting the targetbusiness, and structuring, negotiating and consummating the businesscombination. To the extent that our capital stock is used in whole orin part as 

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consideration to effect a businesscombination, the proceeds held in the trust fund as well as any othernet proceeds not expended will be used to finance the operations of thetarget business. The net proceeds deposited into the trust fund remainon deposit in the trust fund and have earned $1,454,091in dividends andinterest through December  31,  2005.

Item6.    Selected Financial Data.

The following is a summary ofselected financial data of the Company for the period fromJanuary  6,  2005 (inception) to December  31,2005, which should be read in conjunction with the financial statementsof the Company and the notes thereto:

SELECTED FINANCIALDATA(As Restated) 

Income statementdata

|                                                            |  |  |                                                          |   |            |   |
|------------------------------------------------------------|--|--|----------------------------------------------------------|---|------------|---|
|                                                       |  |  | PeriodfromJanuary 6,2005 (inception) to December 31,2005 |
| Loss fromoperations                                        |  |  |                                                          | $ | (196,614   | ) |
| Interest income (netof interest paid)                      |  |  |                                                          | $ | 1,452,826  |   |
| Gain onderivative liabilities                              |  |  |                                                          | $ | 2,124,620  |   |
| Incomebefore provision for incometaxes                     |  |  |                                                          | $ | 3,308,832  |   |
| Provision for state incometaxes                            |  |  |                                                          | $ | 84,933     |   |
| Netincome                                                  |  |  |                                                          | $ | 3,295,899  |   |
| Basic weighted averagenumber of common sharesoutstanding   |  |  |                                                          |   | 11,777,489 |   |
| Net income per share– basic                          |  |  |                                                          | $ | 0.28       |   |
| Diluted weighted averagenumber of common sharesoutstanding |  |  |                                                          |   | 13,049,709 |   |
| Net income per share– diluted                        |  |  |                                                          | $ | 0.25       |   |
|                                                            |

Balance sheetdata

|                                                                                       |  |  |                 |   |             |  |
|---------------------------------------------------------------------------------------|--|--|-----------------|---|-------------|--|
|                                                                                  |  |  | December31,2005 |
| Cash                                                                                  |  |  |                 | $ | 976,915     |  |
| Investmentsheld in trust                                                              |  |  |                 | $ | 128,174,091 |  |
| TotalAssets                                                                           |  |  |                 | $ | 129,207,778 |  |
| Total liabilities,including $25,241,373 of common stock subject to possibleconversion |  |  |                 | $ | 39,398,328  |  |
| Totalstockholders’equity                                                        |  |  |                 | $ | 89,809,450  |  |
| Total Liabilities andStockholders’equity                                        |  |  |                 | $ | 129,207,778 |  |
|                                                                                       |

Item7.    Management Discussion and Analysis of Financial Condition andResults of Operations.

The following discussion and analysis ofour financial condition and results of operations should be read inconjunction with our historical consolidated financial statements andrelated notes thereto in Item 8. ‘‘FinancialStatements and Supplementary Data.’’ The discussion belowcontains forward-looking statements that are based upon our currentexpectation and are subject to uncertainty and changes incircumstances. Actual results may differ materially from theseexpectations due to inaccurate assumptions and known or unknown risksand uncertainties.

Restatement ofFinancial Statements

We have restated our annual financialstatements for the year ended December 31, 2005 to and for theinterim periods ended September  30,  2005 and March31,  2006 to reflect additional 

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non-operating gains and losses related to theclassification of and accounting for: (1) the warrants to purchasecommon stock associated with the units sold at the initial publicoffering of the Company and (2) warrants to purchase common stockembedded in an option to purchase units consisting of one share and onewarrant to purchase one additional share, issued to Broadband Capitalin connection with the initial public offering. The Company hadpreviously classified the value of these warrants to purchase commonstock, when applicable, as equity. After further review, the Companyhas determined that these instruments should have been classified asderivative liabilities and therefore, the fair value of each instrumentmust be recorded as a derivative liability on the Company'sbalance sheet. Changes in the fair values of these instruments willresult in adjustments to the amount of the recorded derivativeliabilities and the corresponding gain or loss will be recorded in theCompany’s statement of operations. At the date of the conversionof each respective instrument or portion thereof (or exercise of theoptions or warrants or portion thereof, as the case may be), thecorresponding derivative liability will be reclassified as equity.

The accompanying financial statements for the year endedDecember  31,  2005 have been restated to effect thechanges described above. The impact of the adjustments related to theclassification of and accounting for the warrants for the year endedDecember  31,  2005 are summarized below. See Note 2to our Consolidated Financial Statements for an explanation of theserestatements. The following table shows the net impact of therestatements on our net income.

Statement ofOperations

|                                           |  |  |                                                              |   |            |            |  |  |            |   |           |  |  |  |  |   |            |  |
|-------------------------------------------|--|--|--------------------------------------------------------------|---|------------|------------|--|--|------------|---|-----------|--|--|--|--|---|------------|--|
|                                      |  |  | Forthe Period January 6, 2005(inception) to December 31,2005 |
|                                      |  |  | AsPreviouslyReported                                         |   |            | Adjustment |  |  | AsRestated |
| InterestIncome                            |  |  |                                                              | $ | 1,454,091  |            |  |  |            | $ | —   |  |  |  |  | $ | 1,454,091  |  |
| Gainon derivativeliabilities              |  |  |                                                              |   |       |            |  |  |            |   | 2,124,620 |  |  |  |  |   | 2,124,620  |  |
| Formationand operatingcost                |  |  |                                                              |   | 196,614    |            |  |  |            |   |      |  |  |  |  |   | 196,614    |  |
| Interestexpense                           |  |  |                                                              |   | 1,265      |            |  |  |            |   |      |  |  |  |  |   | 1,265      |  |
| Incomebefore incometaxes                  |  |  |                                                              |   | 1,256,212  |            |  |  |            |   | 2,124,620 |  |  |  |  |   | 3,380,832  |  |
| Incometaxes                               |  |  |                                                              |   | 84,933     |            |  |  |            |   |      |  |  |  |  |   | 84,933     |  |
| NetIncome                                 |  |  |                                                              | $ | 1,171,279  |            |  |  |            | $ | 2,124,620 |  |  |  |  | $ | 3,295,899  |  |
| Basicearnings pershare                    |  |  |                                                              | $ | 0.10       |            |  |  |            | $ | 0.18      |  |  |  |  | $ | 0.28       |  |
| Dilutedearnings pershare                  |  |  |                                                              | $ | 0.09       |            |  |  |            | $ | 0.16      |  |  |  |  | $ | 0.25       |  |
| Basicweighted average sharesoutstanding   |  |  |                                                              |   | 11,777,489 |            |  |  |            |   |      |  |  |  |  |   | 11,777,489 |  |
| Dilutedweighted average sharesoutstanding |  |  |                                                              |   | 13,049,709 |            |  |  |            |   |      |  |  |  |  |   | 13,049,709 |  |
|                                           |

BalanceSheet Impact

The following table sets forth the effects of therestatement adjustments on the Company’s consolidated balancesheet as of December  31,2005:

|                    |  |  |                      |   |             |            |  |  |                 |   |         |  |  |  |  |   |             |  |
|--------------------|--|--|----------------------|---|-------------|------------|--|--|-----------------|---|---------|--|--|--|--|---|-------------|--|
|               |  |  | December31,2005      |   |             |       |  |  | December31,2005 |
|               |  |  | AsPreviouslyReported |   |             | Adjustment |  |  | (Restated)      |
| ASSETS             |  |  |                      |   |        |            |  |  |                 |   |    |  |  |  |  |   |        |  |
| Currentassets      |  |  |                      |   |        |            |  |  |                 |   |    |  |  |  |  |   |        |  |
| Cash               |  |  |                      | $ | 976,915     |            |  |  |                 | $ | — |  |  |  |  | $ | 976,915     |  |
| Prepaidexpenses    |  |  |                      |   | 56,772      |            |  |  |                 |   |    |  |  |  |  |   | 56,772      |  |
| Totalcurrentassets |  |  |                      |   | 1,033,687   |            |  |  |                 |   | — |  |  |  |  |   | 1,033,687   |  |
| Otherassets        |  |  |                      |   |        |            |  |  |                 |   |    |  |  |  |  |   |        |  |
| Cash held intrust  |  |  |                      |   | 128,174,091 |            |  |  |                 |   |    |  |  |  |  |   | 128,174,091 |  |
| Totalassets        |  |  |                      | $ | 129,207,778 |            |  |  |                 | $ | — |  |  |  |  | $ | 129,207,778 |  |
|                    |

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|                                                                                                                                                                         |  |  |                      |   |             |            |  |  |                 |   |             |   |  |  |  |   |             |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|----------------------|---|-------------|------------|--|--|-----------------|---|-------------|---|--|--|--|---|-------------|--|
|                                                                                                                                                                    |  |  | December31,2005      |   |             |       |  |  | December31,2005 |
|                                                                                                                                                                    |  |  | AsPreviouslyReported |   |             | Adjustment |  |  | (Restated)      |
| LIABILITIES ANDSTOCKHOLDERS’ EQUITY                                                                                                                               |  |  |                      |   |        |            |  |  |                 |   |        |   |  |  |  |   |        |  |
| Currentliabilities                                                                                                                                                      |  |  |                      |   |        |            |  |  |                 |   |        |   |  |  |  |   |        |  |
| Accountspayable                                                                                                                                                         |  |  |                      | $ | 1,234       |            |  |  |                 | $ | —     |   |  |  |  | $ | 1,234       |  |
| Accruedaccounting                                                                                                                                                       |  |  |                      |   | 30,000      |            |  |  |                 |   |        |   |  |  |  |   | 30,000      |  |
| Accruedfranchisetaxes                                                                                                                                                   |  |  |                      |   | 53,685      |            |  |  |                 |   |        |   |  |  |  |   | 53,685      |  |
| Incometaxespayable                                                                                                                                                      |  |  |                      |   | 84,933      |            |  |  |                 |   |        |   |  |  |  |   | 84,933      |  |
| Derivativeliabilities                                                                                                                                                   |  |  |                      |   | —     |            |  |  |                 |   | 13,987,103  |   |  |  |  |   | 13,987,103  |  |
| Totalcurrentliabilities                                                                                                                                                 |  |  |                      |   | 169,852     |            |  |  |                 |   | 13,987,103  |   |  |  |  |   | 14,156,955  |  |
| Commonstock, subject to possible redemption, 3,448,275 shares at redemptionvalue                                                                                        |  |  |                      |   | 25,241,373  |            |  |  |                 |   |        |   |  |  |  |   | 25,241,373  |  |
| STOCKHOLDERS’DEFICIT                                                                                                                                              |  |  |                      |   |        |            |  |  |                 |   |        |   |  |  |  |   |        |  |
| Preferred stock, $.001 par value,authorized 1,000,000, noneissued                                                                                                       |  |  |                      |   |        |            |  |  |                 |   |        |   |  |  |  |   |        |  |
| Common stock, $.001 parvalue, authorized 70,000,000 shares; issued and outstanding 21,000,000shares (which includes the 3,448,275 shares subject to possibleredemption) |  |  |                      |   | 21,000      |            |  |  |                 |   |        |   |  |  |  |   | 21,000      |  |
| Additionalpaid incapital                                                                                                                                           |  |  |                      |   | 102,604,274 |            |  |  |                 |   | (16,111,723 | ) |  |  |  |   | 86,492,551  |  |
| Equityaccumulated during the developmentstage                                                                                                                           |  |  |                      |   | 1,171,279   |            |  |  |                 |   | 2,124,620   |   |  |  |  |   | 3,295,899   |  |
| Totalstockholders’equity                                                                                                                                          |  |  |                      |   | 103,796,553 |            |  |  |                 |   | (13,987,103 | ) |  |  |  |   | 89,809,450  |  |
| Totalliabilities and stockholders’equity                                                                                                                          |  |  |                      | $ | 129,207,778 |            |  |  |                 | $ | —     |   |  |  |  | $ | 129,207,778 |  |
|                                                                                                                                                                         |

Exceptas otherwise clearly stated, all financial information contained inthis Annual Report on Form 10-K gives effect to therestatements.

We were formed on January  6,  2005,to serve as a vehicle to effect a merger, capital stock exchange, assetacquisition or other similar business combination with an operatingbusiness that provides services. Our initial business combination mustbe with a target business or businesses whose fair market value is atleast equal to 80% of net assets at the time of suchacquisition. We intend to utilize cash derived from the proceeds of ourrecently completed public offering, our capital stock, debt or acombination of cash, capital stock and debt, in effecting a businesscombination.

From January  2005 (inception) untilDecember  31,  2005, we had net income of approximately$3,295,899, derived from dividend and interest income, gain onderivative liabilities, less operating expenses and taxes.

OnJuly  6,  2005, we consummated our initial public offeringof 15,000,000 units. On July  7,  2005, we consummated theclosing of an additional 2,250,000 units that were subject to theunderwriters’ over-allotment option. Each unit consists of oneshare of common stock and one redeemable common stock purchase warrant.Each warrant entitles the holder to purchase from us one share of ourcommon stock at an exercise price of $6.00. Our common stock andwarrants started trading separately as of July  28,  2005.We account for the warrants as derivative liabilities, instead of anequity instrument.

Our net proceeds from the sale of our units,after deducting certain offering expenses of approximately $1,887,468,including $1,200,000 evidencing the underwriters’non-accountable expense allowance of 1% of the gross proceeds(excluding the proceeds from the underwriters’ over-allotment),and underwriting discounts of approximately $8,280,000, wereapproximately $127,837,468. Of this amount, $126,720,000 was placed intrust and the remaining $1,117,468 was held outside of the trust. Theremaining proceeds are available to be used by us to provide forbusiness, legal and accounting due diligence on prospectiveacquisitions and continuing general and administrative expenses. Wewill use substantially all of the net proceeds of the initial publicoffering to acquire a target business, 

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including identifying and evaluatingprospective acquisition candidates, selecting the target business, andstructuring, negotiating and consummating the business combination. Tothe extent that our capital stock is used in whole or in part asconsideration to effect a business combination, the proceeds held inthe trust fund as well as any other net proceeds not expended will beused to finance the operations of the target business. We believe wewill have sufficient available funds outside of the trust fund tooperate through July  6,  2007, assuming that a businesscombination is not consummated during that time. From July6,  2005 through July  6,  2007, we anticipateapproximately $180,000 of expenses for legal, accounting and otherexpenses attendant to the due diligence investigations, structuring andnegotiating of a business combination, an aggregate of $180,000 for theadministrative fees payable to SB Management Corp. and MercantileCompanies, Inc. (a total of $7,500 per month for two years), $100,000for expenses for the due diligence and investigation of a targetbusiness, $50,000 of expenses in legal and accounting fees relating toour SEC reporting obligations and $608,200 for general working capitalthat will be used for miscellaneous expenses and reserves, includingapproximately $200,000 for director and officer liability insurancepremiums. We do not believe we will need to raise additional funds inorder to meet the expenditures required for operating our business.However, we may need to raise additional funds through a privateoffering of debt or equity securities if such funds are required toconsummate a business combination that is presented to us. We wouldonly consummate such a financing simultaneously with the consummationof a business combination.

Commencing on July  6,2005 and ending upon the acquisition of a target business, we beganincurring a fee of $4,875 per month for office space and certain otheradditional services from SB Management Corp., an affiliate of Steven R.Berrard, our chairman of the board and chief executive officer, and afee of $2,625 per month for general and administrative servicesincluding secretarial support from Mercantile Companies, Inc., anaffiliate of I. Steven Edelson, our vice chairman and vice president,and Nathaniel Kramer, one of our directors. In addition, in January,March and June  2005, Messrs. Berrard, Edelson, Kramer and Aucamploaned us an aggregate of $160,000 to us for payment on our behalf ofoffering expenses. These loans were repaid following our initial publicoffering from the proceeds of the offering.

Since our initialpublic offering, we have been engaged in sourcing a suitable businesscombination candidate. We have met with target companies, serviceprofessionals and other intermediaries to discuss with them ourcompany, the background of our management and our combinationpreferences. In the course of these discussions, we have also spenttime explaining the capital structure of the initial public offering,the combination approval process, and the timeline under which we areoperating before the proceeds of the offering are returned toinvestors.

Overall, we would gauge the environment for targetcompanies to be competitive and we believe that private equity firmsand strategic buyers represent our biggest competition. Our managementbelieves that many of the fundamental drivers of alternative investmentvehicles like our company are becoming more accepted by investors andpotential business combination targets; these include a difficult IPOenvironment, a cash-rich investment community looking fordifferentiated opportunities for incremental yield, and business ownersseeking new ways to maximize their shareholder value while remaininginvested in the business. However, there can be no assurance that wewill find a suitable business combination in the allotted time.

Critical Accounting Policies

Accounting for Warrantsand Derivative Instruments

On July  6,  2005, theCompany consummated its initial public offering of 15,000,000 units. OnJuly  7,  2005, the Company consummated the closing of anadditional 2,250,000 units that were subject to theunderwriters’ over-allotment option. Each unit consists of oneshare of common stock and one redeemable common stock purchase warrant.Each warrant entitles the holder to purchase from the Company one shareof its common stock at an exercise price of $6.00.

The Companysold to the representative of the underwriter, for $100, an option topurchase up to a total of 750,000 units. The units issuable uponexercise of this option are identical to those sold in 

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the initial public offering, except that thewarrants included in the option have an exercise price of $7.50(125% of the exercise price of the warrants included in theunits sold in the offering). This option is exercisable at$10.00 per unit commencing on the later of the consummation of abusiness combination and June  27,  2006 and expires onJune  27, 2010. 

In September  2000, theEmerging Issues Task Force issued EITF 00-19,‘‘Accounting for Derivative Financial Instruments Indexedto and Potentially Settled in, a Company's OwnStock,’’ (‘‘EITF 00-19’’)which requires freestanding contracts that are settled in acompany's own stock, including common stock warrants, to bedesignated as an equity instrument, asset or a liability. Under theprovisions of EITF 00-19, a contract designated as an asset or aliability must be carried at fair value on a company’s balancesheet, with any changes in fair value recorded in the company’sresults of operations. A contract designated as an equity instrumentmust be included within equity, and no fair value adjustments arerequired from period to period. In accordance with EITF 00-19, the17,250,000 warrants issued to purchase common stock are separatelyaccounted for as liabilities. The fair value of these warrants is shownon the Company’s balance sheet and the unrealized changes in thevalues of these derivatives are shown in the Company’sconsolidated statement of operations as ‘‘Gain (loss) onderivative liabilities.’’ These warrants are freelytraded on the American Stock Exchange, consequently the fair value ofthese warrants are estimated as the market price of a warrant at eachperiod end. To the extent that the market price increases or decreases,the Company’s derivative liabilities will also increase ordecrease, including the effect on the Company’s consolidatedstatement of operations.

Fair values for exchange-tradedsecurities and derivatives are based on quoted market prices. Wheremarket prices are not readily available, fair values are determinedusing market based pricing models incorporating readily observablemarket data and requiring judgment and estimates. The purchase optionto purchase 750,000 shares is considered an equity instrument, as theunderlying shares do not need to be registered, and all other criteriato be accounted for as an equity instrument have been fulfilled. Theembedded derivative, the warrant to purchase 750,000 shares for $7.50each, follow the same accounting guidelines, as the 17,250,000 warrantsdiscussed previously, and is considered a liability.

Statementof Financial Accounting Standard (‘‘SFAS’’)No. 133, ‘‘Accounting for Derivative Instruments andHedging Activities,’’ as amended, requires allderivatives to be recorded on the balance sheet at fair value.Furthermore, paragraph 11 (a) of SFAS No. 133 precludes contractsissued or held by a reporting entity that are both (1) indexed to itsown stock and (2) classified as stockholders' equity in itsstatement of financial position from being treated as derivativeinstruments. We have determined that the option to purchase 750,000units, each unit consisting of one warrant and one share of commonstock is a derivative that also contains an embedded derivative. Theoption to purchase 750,000 shares of common stock and the warrant topurchase an additional 750,000 shares, the latter being the embeddedderivative, are separately valued and accounted for on theCompany’s balance sheet. While the warrant to purchase theadditional 750,000 shares is indexed to the Company's commonstock, the fact that the shares underlying the warrants require futureregistration in accordance with the warrant agreement, requires theCompany to classify these instruments as a liability in accordance withEITF 00-19, paragraph 14.

As such, the option to purchase 750,000units is considered an equity instrument, as the underlying shares donot need to be registered, and all other criteria to be accounted foras an equity instrument have been fulfilled. The embedded derivative,which is the warrant to purchase 750,000 shares for $7.50 each, followsthe same accounting guidelines, as the 17,250,000 warrants discussedpreviously, and is considered a liability. These derivative liabilitieshave been and will continue to be adjusted to fair value in ourquarterly filings.

The Company performed a valuation of theoption to purchase 750,000 units, and then allocated its fair value toits two components, the underlying 750,000 shares and the embeddedwarrant to purchase additional 750,000 shares. The fair value atinception was calculated to be $894,909, or $1.19 per unit, of which$653,186 was allocated to the purchase option of 750,000 shares and$241,723 was allocated to the warrants to purchase an additional750,000 shares, according to their respective fair values.

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The pricing model the Company uses fordetermining fair values of the purchase option and the embeddedderivative is the Black Scholes Pricing Model. Valuations derived fromthis model are subject to ongoing internal and external verificationand review. The model uses market-sourced inputs such as interestrates, market prices and volatilities. Selection of these inputsinvolves management’s judgment and may impact net income.

In particular, the Company uses volatility rates based upon a sampleof comparable companies in its industry, special purpose acquisitioncorporations. At the time a company to be acquired has been identifiedand agreements to acquire are in place, the volatility rates will bebased on comparable companies to the acquired company. The Company usesa risk-free interest rate, which is the rate on U. S. Treasuryinstruments, for a security with a maturity that approximates theestimated remaining contractual life of the derivative. Thevolatility factor used in Black Scholes has a significant effect on theresulting valuation of the derivative liabilities on theCompany’s balance sheet. The volatility for the calculation ofthe embedded derivatives was approximated at 41.4%, thisvolatility-rate will likely change in the future. The Company uses theclosing market price of the Company’s common stock at the end ofa quarter when a derivative is valued at fair value. TheCompany’s stock price will also change in the future. To theextent that the Company’s stock price increases or decreases,the Company’s derivative liabilities will also increase ordecrease, absent any change in volatility rates and risk-free interestrates.

Controls and Procedures

Our ChiefExecutive Officer and Chief Financial Officer (collectively the‘‘Certifying Officer’’) maintains a systemof disclosure controls and procedures that is designed to providereasonable assurance that information, which is required to bedisclosed, is accumulated and communicated to management timely. Ourmanagement carried out an evaluation, with the participation of ourChief Executive Officer (principal executive, financial, and accountingofficer), of the effectiveness of our disclosure controls andprocedures (as defined in Rule 13a-15(e) and 15d-15(e) under theExchange Act of 1934) as of the end of the period covered by thisreport. Based upon that evaluation, our Chief Executive Officerconcluded that our disclosure controls and procedures were effective toensure that information required to be disclosed by us in reports thatwe file or submit under the Securities Exchange Act of 1934 isrecorded, processed, summarized and reported, within the time periodsspecified in the rules and forms of the Securities and ExchangeCommission. We will be required to comply with the internal controlrequirements of the Sarbanes-Oxley Act for the fiscal year endingDecember  31,  2006. As of the date of this report, we arein the process of completing an assessment of our internal controls inaccordance with the Sarbanes-Oxley Act and our auditors have not yettested our system of internal controls.

We expect that we willassess the internal controls of our target business or businessespreceding the completion of a business combination and will thenimplement a schedule for implementation and testing of such additionalcontrols as we may determine are required to state that we maintain aneffective system of internal controls. A target business may not be incompliance with the provisions of the Sarbanes-Oxley Act regarding theadequacy of its internal controls. Many small and mid-sized targetbusinesses we consider for a business combination may have internalcontrols that need improvement in areas suchas:

|  |              |                                                                                                 |
|--|--------------|-------------------------------------------------------------------------------------------------|
|  | •  | staffing for financial,accounting and external reporting areas, including segregation ofduties; |

|  |              |                            |
|--|--------------|----------------------------|
|  | •  | reconciliation ofaccounts; |

|  |              |                                                                                 |
|--|--------------|---------------------------------------------------------------------------------|
|  | •  | properrecordation ofexpenses and liabilities in the period to which theyrelate; |

|  |              |                                                          |
|--|--------------|----------------------------------------------------------|
|  | •  | proof of internal reviewand approval of accountingitems; |

|  |              |                                                                              |
|--|--------------|------------------------------------------------------------------------------|
|  | •  | documentation of keyaccounting assumptions, estimates and/or conclusions;and |

|  |              |                                                     |
|--|--------------|-----------------------------------------------------|
|  | •  | documentation of accountingpolicies and procedures. |

Because it will take time,management involvement and perhaps outside resources to determine whatinternal control improvements are necessary for us to meet regulatoryrequirements and market expectations for our operation of a targetbusiness, we may incur significant expense in meeting our publicreporting responsibilities, particularly in the areas of designing,enhancing, or remediating internal and disclosure controls. Doing soeffectively may also take longer than we expect, thus increasing ourexposure to financial fraud or erroneous financialreporting.

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Once our management’s report oninternal controls is complete, we will retain our independent auditorsto assess management’s report on internal controls and to renderan opinion on such report when required by Section 404. Additionalmatters concerning a target business’s internal controls may beidentified in the future when the assessment and testing isperformed.

Off-Balance Sheet Arrangements; Commitments andContractual Obligations

As of December  31,  2005,we did not have any off-balance sheet arrangements as defined in Item303(a)(4)(ii) of Regulation S-K and did not have any commitments orcontractual obligations other than our payments to SB Management Corp.and Mercantile Companies, Inc. as described above.

Item7A.    Quantitative and Qualitative Disclosures about MarketRisk

Market risk is the sensitivity of income to changes ininterest rates, foreign exchanges, commodity prices, equity prices, andother market-driven rates or prices. We are not presently engaged in,and if a suitable business target is not identified by us prior to theprescribed liquidation of the trust fund we may not engage in, anysubstantive commercial business. Accordingly, the risks associated withforeign exchange rates, commodity prices, and equity prices are notsignificant. The net proceeds of our initial public offering not heldin the trust fund and not immediately required for the purposes setforth above have been invested only in United States‘‘government securities,’’ defined as anyTreasury Bill issued by the United States having a maturity of onehundred and eighty days or less, or in money market funds meetingcertain conditions under Rule 2a-7 promulgated under the InvestmentCompany Act of 1940. We have issued warrants that are accounted for asderivative liabilities. One of the factors determining the fair valueof the liability is the risk-free interest rate. The fluctuation of theliabilities due to interest ratechanges is minimal. Given our limited risk in our exposure to U.S.Treasury Bills and such money market funds, we do not view the interestrate risk to be significant. We do not enter into derivatives or otherfinancial instruments for trading or speculative purposes.

Item8.    Financial Statements and Supplementary Data.

Referenceis made to our financial statements beginning on page F-1 of thisreport.

Item 9.    Changes in and Disagreements withAccountants on Accounting and Financial Disclosure.

Notapplicable.

Item 9A.    Controls and Procedures.

Ourmanagement carried out an evaluation, with the participation of ourChief Executive Officer (principal executive, financial, and accountingofficer), of the effectiveness of our disclosure controls andprocedures as of December  31,  2005. Based upon thatevaluation, our Chief Executive Officer concluded that our disclosurecontrols and procedures were effective to ensure that informationrequired to be disclosed by us in reports that we file or submit underthe Securities Exchange Act of 1934 is recorded, processed, summarizedand reported, within the time periods specified in the rules and formsof the Securities and Exchange Commission, and include controls andprocedures designed to ensure that information required to be disclosedby us in such reports is accumulated and communicated to ourmanagement, including our Chief Executive Officer, to allow timelydecisions regarding required disclosures.

There has not been anychange in our internal control over financial reporting in connectionwith the evaluation required by Rule 13a-15(d) under the Exchange Actthat occurred during the quarter ended December  31,  2005,that has materially affected, or is reasonably likely to materiallyaffect, our internal control over financial reporting.

Item9B.    Other Information.

Notapplicable.

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PARTIII

Item 10.    Directors and Executive Officers of theRegistrant

Our current directors and executive officers are asfollows:

|                  |  |  |     |  |    |          |  |  |                                                  |
|------------------|--|--|-----|--|----|----------|--|--|--------------------------------------------------|
| Name             |  |  | Age |  |    | Position |
| StevenR.Berrard  |  |  |     |  | 51 |          |  |  | Chairmanof the Board and Chief Executive Officer |
| I. StevenEdelson |  |  |     |  | 46 |          |  |  | Vice Chairman and VicePresident                  |
| Thomas E.Aucamp  |  |  |     |  | 39 |          |  |  | Director and VicePresident                       |
| Thomas C.Byrne   |  |  |     |  | 43 |          |  |  | Director                                         |
| NathanialKramer  |  |  |     |  | 45 |          |  |  | Director                                         |
| Cris V.Branden   |  |  |     |  | 45 |          |  |  | Director                                         |
|                  |

Steven R.Berrard has been the chairman of the board and chief executiveofficer since SACI’s inception. Mr. Berrard has served asManaging Partner of New River Capital Partners, a private equity fund,which he co-founded, since 1997. Prior to co-founding New River CapitalPartners, from 1996 to 1999, Mr. Berrard was the co-founder andCo-Chief Executive Officer of AutoNation, Inc., thenation’s leading automotive retail company.

Prior tojoining AutoNation, from 1987 to 1996, Mr. Berrard served asPresident and Chief Executive Officer of the Blockbuster EntertainmentGroup, the world’s largest video store operator, and as a memberof the Board of Directors of Viacom, Inc. As President and ChiefExecutive Officer, Mr. Berrard was responsible for the directionand operation of more than 70,000 employees at 4,500 Blockbuster storeslocated in 20 countries, Showtime Networks, Spelling EntertainmentGroup, Paramount Parks, and Virgin InteractiveEntertainment.

Prior to his tenure with Blockbuster, from 1981 to1987, Mr. Berrard served as President of HuizengaHoldings, Inc. and served in various positions with subsidiariesof Huizenga Holdings. Prior to joining Huizenga Holdings,Mr. Berrard was employed by Coopers & Lybrand from1976 to 1981.

Mr. Berrard earned his BS in Accounting fromFlorida Atlantic University and has been a member of the Board ofDirectors of HealthSouth (Audit Committee and Chairman of the FinanceCommittee since January 2004), and SwisherInternational, Inc. since November 2004. He has alsoserved on the Board of Directors of Birmingham Steel from 1999 untilits sale in 2002 as well as the Board of Boca Resorts, Inc. from1996 until prior to its sale to the Blackstone Group inDecember 2004.

I. Steven Edelson has been the vicechairman of our board of directors and vice president since inception.Since 1997, Mr.  Edelson has been a Principal of MercantileCapital Group and a Managing Director of the Chicago Office. Mr.Edelson has been a principal of Mercantile Capital Markets, whichmanages MCG, from 1997 to the present. The firm’s investmentactivities include private equity, direct investments in publiccompanies, mezzanine investments in early stage companies, buyouts,project finance and bridge financings.

Mr.  Edelson hasbeen involved in finance and real estate for more than 18 years. Priorto Mercantile, from 1989 to 1994, Mr.  Edelson was Executive VicePresident of Tishman Midwest Management Corporation, a real estatedevelopment, leasing and management company. From July  1995 topresent, Mr.  Edelson has also served as Managing Director ofInternational Facilities Group (IFG), a leading facilities developmentand management company.

Mr.  Edelson serves on the BusinessCouncil for the Woodrow Wilson Center and the Supervisory Committee ofUrban America, and holds a number of board seats for private companiesincluding Ligos Corporation, a software company focused on solutionsfor video compression, Itracs, an enterprise software company focusedon network infrastructure management, and MoveOnIn, Inc., a relocationand lifestyle services company.

Thomas E. Aucamp has beena member of our board of directors and vice president since inception.Mr.  Aucamp has served as a Partner of New River CapitalPartners, a private equity fund, 

30

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which he co-founded, since 1997. Prior toco-founding New River Capital Partners, from 1995 to 1997, Mr.Aucamp was Vice President of Corporate Development and StrategicPlanning for Blockbuster Entertainment Group, the world’slargest video store operator. In this capacity, Mr.  Aucampsought to leverage the company’s core assets, membership base,brand strength, and operations capabilities; most of these initiativesinvolved developing close working partnership with thirdparties.

Prior to joining Blockbuster from 1992 to January1995, Mr.  Aucamp was in the mergers and acquisitions departmentof W.R. Grace & Co., Inc., which at the time was a diversifiedFortune 100 company with interests in healthcare, packaging,construction products and specialty chemicals. Mr.  Aucamp hasadditional transaction and development experience from his tenure atRyder System during 2001 and Morgan Stanley from 1988 to1990.

Mr.  Aucamp has an MBA from Duke’s FuquaSchool of Business and an undergraduate degree from Harvard University.Mr.  Aucamp was the 2002 Chairperson of the Florida VentureForum.

Thomas C. Byrne has been a member of SACI’sboard of directors since its inception. Mr. Byrne has served asAdministrative Partner of New River Capital Partners, a private equityfund, which he co-founded, since 1997. Prior to co-founding New RiverCapital Partners, Mr. Byrne was the Vice- Chairman ofBlockbuster Entertainment Group, a division of Viacom, Inc.Additionally, Mr. Byrne was President of the Viacom Retail Groupand represented Blockbuster in all cross-Viacomopportunities.

Prior to joining Blockbuster, from 1985 to 1987,Mr. Byrne was employed by KPMG Peat Marwick. Mr. Byrnehas a BS and MA in Accounting from the University of Florida.Mr. Byrne is a certified public accountant, and has been amember of the Board of Directors of Certilearn, Inc., InterstateConnections, Intralearn Software Corporation, ITC Learning, SwisherInternational, Inc., Pivotal Fitness, and the Private EquityCommittee of the University of Florida Foundation.

NathanielKramer has been a member of our board of directors since inception.Since March 2000, Mr. Kramer has been a principal ofMercantile Capital Group and Managing Director of the New Yorkoffice.

Mr. Kramer brings over twenty years of investmentexperience in both the public and private capital markets. He startedhis career with Allen and Company, a private equity firm, and recentlyserved as a Vice President from 1997 to 2001. On behalf of MercantileCapital, Mr. Kramer performed due diligence negotiated andstructured investments in companies operating in the wirelessinfrastructure, data communications, B2B commerce, Internetinfrastructure, telecom technologies/ infrastructure and entertainmenttechnologies and services sectors. Mr. Kramer serves on theboard of of Genco Shipping and Trading Limited, a drybulk shippingcompany that recently filed a registration statement for an initialpublic offering, and MoveOnIn, Inc., a relocation and lifestyleservices private company.

Cris V. Branden has been amember of our board of directors since September  23,2005. Mr.  Branden is currently the Chief Financial Officer ofHuizenga Holdings, Inc., the personal investment and management vehiclefor H. Wayne Huizenga, and has been with the firm since 1996.Mr.  Branden previously practiced public accounting for 14 yearswith Arthur Andersen from 1982 to 1984 and with Machen, Powers &Disque, certified public accountants, from 1984 to 1996.Mr. Branden is currently a member of the board of directors ofSwisher International, Inc., a restroom hygiene services franchisor.Mr. Branden is a Certified Public Accountant and received his BAfrom Auburn University in 1982.

Our board of directors is dividedinto three classes with only one class of directors being elected ineach year and each class serving a three-year term. The term of officeof the first class of directors, consisting of Thomas C. Byrne, willexpire at our first annual meeting of stockholders. The term of officeof the second class of directors, consisting of Thomas E. Aucamp andNathaniel Kramer, will expire at the second annual meeting. The term ofoffice of the third class of directors, consisting of Steven R. Berrardand I. Steven Edelson, will expire at the third annualmeeting.

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Section 16(a) Beneficial OwnershipReporting Compliance

Section 16(a) of the Securities ExchangeAct of 1934 requires our directors and executive officers and personswho own more than 10% of a registered class of our equitysecurities, to file with the Securities and Exchange Commission initialreports of ownership and reports of changes in beneficial ownership ofCommon Stock and other equity securities of us. Directors, officers andgreater than 10% stockholders are required by SEC regulations tofurnish us with all Section 16(a) forms they file.

To ourknowledge, based solely upon our review of the copies of such reportsfurnished to us, we believe that all of our directors, officers andgreater than 10% stockholders have complied with the applicableSection 16(a) reporting requirements except that: an initial report ofownership was filed late by Cris V. Branden.

DirectorIndependence

Our board of directors has determined thatMr. Byrne, Mr. Kramer and Mr.  Branden are‘‘independent directors’’ as defined in theAmerican Stock Exchange listing standards and Rule 10A-3 of theExchange Act. We intend to locate and appoint at least one additionalindependent director to serve on the board of directors and to serve onour audit committee prior to June  29,  2006.

Boardof Directors and Committees of the Board

Our board of directorshad two meetings during the fiscal year ended December31,  2005 and acted by unanimous written consent 8 times. Duringthe fiscal year ended December  31,  2005, each member ofthe board participated in at least 75% of all Board andapplicable committee meetings held during the period for which he was adirector.

We do not currently have a Compensation Committee.Pursuant to Section 805 of the AMEX Company Guide, compensation of ourchief executive officer, if any, will be determined, or recommended tothe Board for determination, by a majority of the independent directorson our board of directors. The chief executive officer will not bepresent during voting or deliberations. Compensation for all otherofficers, if any, will be determined, or recommended to the board fordetermination, by a majority of the independent directors on our boardof directors. None of our officers currently receive compensation. Wedo not expect to pay any compensation to any of our officers untilfollowing the consummation of a business combination.

Our boardof directors has established a Nominating and Governance Committee andan Audit Committee to devote attention to specific subjects and toassist the Board in the discharge of its responsibilities. Thefunctions of these committees and their current members are set forthbelow.

Nominating and Governance Committee

TheNominating and Governance Committee is responsible for assistingidentifying and recommending qualified candidates for director nomineesto the board, and leading the board in its annual review of theboard’s performance. All members of the Nominating Committeequalify as independent under the definition promulgated by the AmericanStock Exchange. The Nominating and Governance Committee had no meetingsduring 2005. Nathaniel Kramer and Thomas C. Byrne are the currentmembers of the Nominating and Governance Committee. The Nominating andGovernance Committee may consider candidates recommended bystockholders as well as from other sources such as other directors orofficers, third party search firms or other appropriate sources. Forall potential candidates, the Nominating and Governance Committee mayconsider all factors is deems relevant, such as a candidate’spersonal integrity and sound judgment, business and professional skillsand experience, independence, knowledge of the industry in which weoperate, possible conflicts of interest, diversity, the extent to whichthe candidate would fill a present need in the board, and concern forthe long-term interests of the stockholders. In general, personsrecommended by stockholders will be considered on the same basis ascandidates from other sources. If a stockholder wishes to nominate acandidate to be considered for election as a director at the 2006Annual Meeting of Stockholders using the procedures set forth in theCompany’s By-laws, it must follow the 

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procedures described in Article 3.3 entitled‘‘Nominations.’’ If a stockholderwishes simply to propose a candidate for consideration as a nominee bythe Nominating and Governance Committee, it should submit any pertinentinformation regarding the candidate to the Nominating and GovernanceCommittee by mail at our address. A copy of the NominatingCommittee’s written charter is available upon writtenrequest.

Audit Committee

The Audit Committeerecommends to the board of directors the appointment of the firmselected to serve as our independent auditors and our subsidiaries andmonitors the performance of such firm; reviews and approves the scopeof the annual audit and evaluates with the independent auditors ourannual audit and annual financial statements; reviews with managementthe status of internal accounting controls; evaluates issues having apotential financial impact on us which may be brought to the AuditCommittee’s attention by management, the independent auditors orthe board; evaluates our public financial reporting documents; reviewsthe non-audit services to be performed by the independent auditors, ifany; and considers the effect of such performance on theauditor’s independence. Thomas C. Byrne and Cris V. Branden arethe current members of the Audit Committee. All members of the AuditCommittee satisfy the current independence standards promulgated by theSecurities and Exchange Commission and by the American Stock Exchange,as such standards apply specifically to members of audit committees. Weintend to locate and appoint at least one additional independentdirector to serve on our audit committee prior to June29,  2006. The board has determined that each of Mr.  Byrneand Mr.  Branden are ‘‘audit committee financialexperts,’’ as the Securities and Exchange Commission hasdefined that term in Item 401 of Regulation S-K. TheAudit Committee had four meetings during 2005.

Code of Conductand Ethics

We have adopted a code of conduct and ethicsapplicable to our directors, officers and employees in accordance withapplicable federal securities laws and the rules of the American StockExchange.

Item 11.    Executive Compensation

None ofour executive officers have received any compensation for servicesrendered. Commencing on the effective date of our initial publicoffering and continuing through the acquisition of a target business,we will pay SB Management Corp., a corporation owned and managed bySteven R. Berrard, our Chairman and Chief Executive Officer,approximately $4,875 per month for office space and certain otheradditional services. In addition, we have agreed to pay an affiliate ofI. Steven Edelson, our Vice Chairman and Vice President, and NathanielKramer, one of our directors, approximately $2,625 per month forgeneral and administrative services including secretarial support. Wehave agreed to pay up to a monthly maximum of $7,500 for all of theforegoing services. This arrangement is being agreed to by SBManagement Corp. and the affiliate of Mr. Edelson andMr. Kramer for our benefit and is not intended to provideMessrs. Berrard, Edelson or Kramer compensation in lieu of asalary. We believe that such fees are at least as favorable as we couldhave obtained from an unaffiliated person. No other executive officeror director has a relationship with or interest in SB ManagementCorp.

Other than this $7,500 per-month fee, no compensation ofany kind, including finder’s and consulting fees, will be paidto any of our officers and directors, or any of their respectiveaffiliates, for services rendered prior to or in connection with abusiness combination. However, these individuals will be reimbursed forany out-of-pocket expenses incurred in connection with activities onour behalf such as identifying potential target businesses andperforming due diligence on suitable business combinations. Suchindividuals may be paid consulting, management or other fees fromtarget businesses as a result of the business combination, with any andall amounts being fully disclosed to stockholders, to the extent thenknown, in the proxy solicitation materials furnished to thestockholders. There is no limit on the amount of these out-of-pocketexpenses and there will be no review of the reasonableness of theexpenses by anyone other than our board of directors, which

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includes persons who may seek reimbursement,or a court of competent jurisdiction if such reimbursement ischallenged. Because none of our directors may be deemed‘‘independent,’’ we will generally not havethe benefit of independent directors examining the propriety ofexpenses incurred on our behalf and subject toreimbursement.

During the fiscal year ended December31,  2005, the directors did not receive any cash compensationfor their service as members of the board of directors.

Item12.    Security Ownership of Certain Beneficial Owners and Managementand Related Stockholder Matters

The following table sets forthinformation regarding the beneficial ownership of our common stock asof March 24, 2006, by:

|  |              |                                                                                                                                                                                                                  |
|--|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | eachperson known by us, as a result of such person’s public filingswith the SEC and the information contained therein, to be thebeneficial owner of more than 5% of its outstanding shares ofcommon stock; |

|  |              |                                                        |
|--|--------------|--------------------------------------------------------|
|  | •  | each of theCompany’s officers and directors; and |

|  |              |                                                          |
|--|--------------|----------------------------------------------------------|
|  | •  | all of Company’s officers anddirectors as a group. |

Unless otherwise indicated, we believethat all persons named in the table have sole voting and investmentpower with respect to all shares of common stock beneficially owned bythem.

|                                                               |  |  |                                         |  |           |                                           |  |  |  |  |      |   |
|---------------------------------------------------------------|--|--|-----------------------------------------|--|-----------|-------------------------------------------|--|--|--|--|------|---|
| Nameand Address of Beneficial Owner(1)                        |  |  | Amount and NatureofBeneficial Ownership |  |           | Percentage ofOutstandingCommon Stock |
| Sapling,LLC(2)                                                |  |  |                                         |  | 1,111,358 |                                           |  |  |  |  | 5.3  | % |
| AmaranthLLC(3)                                                |  |  |                                         |  | 1,423,900 |                                           |  |  |  |  | 6.8  | % |
| JohnA.Griffin(4)                                              |  |  |                                         |  | 1,490,000 |                                           |  |  |  |  | 7.1  | % |
| StevenR.Berrard(5)(6)                                         |  |  |                                         |  | 937,535   |                                           |  |  |  |  | 4.5  | % |
| ThomasE.Aucamp(6)(7)                                          |  |  |                                         |  | 562,493   |                                           |  |  |  |  | 2.7  | % |
| ThomasC.Byrne(6)                                              |  |  |                                         |  | 562,493   |                                           |  |  |  |  | 2.7  | % |
| I.StevenEdelson(6)(8)                                         |  |  |                                         |  | 562,493   |                                           |  |  |  |  | 2.7  | % |
| NathanielKramer(6)(9)                                         |  |  |                                         |  | 562,493   |                                           |  |  |  |  | 2.7  | % |
| CrisV.Branden(6)(10)                                          |  |  |                                         |  | 140,624   |                                           |  |  |  |  |      | * |
| Alldirectors and executive officers as a group (6individuals) |  |  |                                         |  | 3,328,131 |                                           |  |  |  |  | 15.8 | % |
|                                                               |

|  |
|--|
|  |  |
|  |

|   |              |
|---|--------------|
| * | Less than 1% |

|     |                                                                                                                                                  |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Unless otherwiseindicated, the business address of each of the individuals is 401 EastOlas Blvd, Suite 1140, Fort Lauderdale, Florida33301. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Includes 572,517 shares owned by FirTree Recovery Master Fund, L.P. the sole member of Sapling, LLC. Thebusiness address of Sapling, LLC is Sapling, LLC, c/o Fir Tree RecoveryMaster Fund LP, 535 5th Avenue, 31st Floor, NewYork, New York 10017. Sapling, LLC has shared voting and dispositivepower for the shares listed above. The foregoing information wasderived from a Schedule 13G, as filed with the Securities and ExchangeCommission on July 13, 2005. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | AmaranthAdvisors L.L.C. is the trading advisor for Amaranth LLC and is grantedinvestment discretion over portfolio investments, including the commonstock held by it. Nicholas M.  Maounis is the managing member ofAmaranth Advisors L.L.C. and may, by virtue of his position as managingmember, be deemed to have the power to direct the vote and dispositionof the common stock held for Amaranth LLC. The business address ofAmaranth LLC is c/o Amaranth Advisors L.L.C., One American Lane,Greenwich, Connecticut 06831. Amaranth LLC has shared voting anddispositive power for the shares listed above. The foregoinginformation was derived from a Schedule 13G, as filed with theSecurities and Exchange Commission on December 2,2005. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (4) | Includes 923,800 shares owned by BlueRidge Capital Holdings LLC and 566,200 shares owned by Blue RidgeCapital Offshore Holdings LLC. Mr. Griffin is the ManagingMember of Blue Ridge Capital Holdings LLC and Blue Ridge CapitalOffshore Holdings LLC, and in that capacity directs their operations.Blue Ridge Capital Holdings LLC is the general partner of Blue RidgeLimited Partnership and has the power to direct the affairs of BlueRidge Limited Partnership, including decisions respecting the receiptof dividends from and the proceeds from the sale of common stock. BlueRidge Capital Offshore Holdings LLC is the general partner of BlueRidge Offshore Master Limited Partnership and has the power to directthe affairs of Blue Ridge Offshore Master Limited Partnership,including decisions respecting the receipt of dividends from and theproceeds from the sale of common stock. The business address for thisindividual is 660 Madison Avenue, 20th Floor, New York, NewYork 10021. The foregoing information was derived from a Schedule 13G,as filed with the Securities and Exchange Commission onFebruary 3, 2006. |

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|     |                                                                          |
|-----|--------------------------------------------------------------------------|
| (5) | Mr. Berrard is ourChairman of the Board and Chief ExecutiveOfficer. |

|     |                                         |
|-----|-----------------------------------------|
| (6) | Each of these individuals is adirector. |

|     |                                                     |
|-----|-----------------------------------------------------|
| (7) | Mr. Aucamp is our VicePresident and Secretary. |

|     |                                                                                                                                                                                                                                                            |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (8) | Includes 562,493shares owned by The Edelson Family Trust, which is a trust establishedby Mr. Edelson for the benefit of his spouse and descendants, ofwhich Mr. Edelson is the trustee. Mr. Edelson is our ViceChairman and Vice President. |

|     |                                                                                                                          |
|-----|--------------------------------------------------------------------------------------------------------------------------|
| (9) | The businessaddress for this individual is c/o Mercantile Capital Partners, 1372Shermer Road, Northbrook, Illinois60062. |

|      |                                                                                                                |
|------|----------------------------------------------------------------------------------------------------------------|
| (10) | The business address for thisindividual is 450 East Olas Blvd, Suite 1500, Fort Lauderdale,Florida 33301. |

All of our shares of common stockoutstanding prior to the effective date of our initial public offering,or the pre-public offering shares, were placed in escrow withContinental Stock Transfer & Trust Company, as escrow agent, andshall remain in escrow until the earliest of (i) June  29,2008 or (ii) our liquidation; or (iii) the consummation of a merger,stock exchange or other similar transaction which results in all of ourstockholders having the right to exchange their shares of common stockfor cash, securities or other property subsequent to Companyconsummating a business combination with a targetbusiness.

During the escrow period, the holders of the pre-publicoffering shares will not be able to sell or transfer their securitiesexcept to their spouses and children or trusts established for theirbenefit, but will retain all other rights as our public stockholders,including, without limitation, the right to vote their shares of commonstock and the right to receive cash dividends, if declared. Ifdividends are declared and payable in shares of common stock, suchdividends will also be placed in escrow. If the Company is unable toeffect a business combination and liquidate, the holders of thepre-public offering shares will not receive any portion of theliquidation proceeds with respect to common stock owned by them priorto June  29,  2005.

Messrs. Berrard, Aucamp,Byrne, Edelson and Kramer may be deemed to be our‘‘parents’’ and are deemed to be‘‘promoters,’’ as these terms are definedunder the Federal securities laws.

Item 13.    CertainRelationships and Transactions

On January  28,2005, we issued an aggregate of 1,250,000 shares of common stock to theindividuals set forth below for $25,000 in cash, at an average purchaseprice of approximately $0.02 per share, asfollows:

|                  |  |  |                            |  |         |                                                                   |  |  |                                                                      |
|------------------|--|--|----------------------------|--|---------|-------------------------------------------------------------------|--|--|----------------------------------------------------------------------|
| Name             |  |  | Number of Shares |  |         | Relationship to ServicesAcquisition Corp. International |
| Steven R.Berrard |  |  |                            |  | 375,000 |                                                                   |  |  | Director,Chairman of the Board, Chief Executive Officer andPresident |
| Thomas E.Aucamp  |  |  |                            |  | 218,750 |                                                                   |  |  | Director, Vice President, andSecretary                               |
| Thomas C.Byrne   |  |  |                            |  | 218,750 |                                                                   |  |  | Director                                                             |
| I. StevenEdelson |  |  |                            |  | 218,750 |                                                                   |  |  | Director, Vice Chairman and VicePresident                            |
| NathanielKramer  |  |  |                            |  | 218,750 |                                                                   |  |  | Director                                                             |
|                  |

OnMarch 28, 2005, our board of directors authorized a stockdividend of 1.5714 shares of common stock for each outstandingshare of common stock, effectively lowering the purchase price to$.0078 per share. The sole purpose for such stock dividend authorizedby the board of directors was to maintain the initialstockholders’ collective ownership at 20% of our issuedand outstanding shares of common stock immediately after the initialpublic offering.

The holders of the majority of these shares willbe entitled to make up to two demands that we register these sharespursuant to a registration rights agreement previously entered into.The holders of the majority of these shares may elect to exercise theseregistration rights at any time after the date on which these shares ofcommon stock are released from escrow, which, except in limitedcircumstances, is not before June  29,  2008. In addition,these stockholders have certain‘‘piggy-back’’ registration rights onregistration statements filed subsequent to the date on which theseshares of common stock are released from escrow. We will bear theexpenses incurred in connection with the filing of any suchregistration statements.

Steven R. Berrard, our Chairman andChief Executive Officer, and our directors I. Steven Edelson andNathaniel Kramer advanced a total of approximately $90,000 to us as ofJune  29,  2005 to 

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cover expenses related to the initial publicoffering. Of such loans, $40,000 was payable with 4% annualinterest on the earlier of January 26, 2006 or the consummationof the initial public offering and $50,000 was payable with 4%annual interest on the earlier of March 28, 2006 or theconsummation of the initial public offering. In addition,Mr. Edelson and Mr. Aucamp loaned us an aggregate of$70,000 on June 29, 2005 that was used to pay the fees of theAmerican Stock Exchange. All of such amounts were repaid at the closingof the offering from the proceeds of the initial public offering notplaced in trust.

We will reimburse our officers and directors forany reasonable out-of-pocket business expenses incurred by them inconnection with certain activities on our behalf such as identifyingand investigating possible target businesses and business combinations.There is no limit on the amount of accountable out-of-pocket expensesreimbursable by us, which will be reviewed only by our board or a courtof competent jurisdiction if such reimbursement ischallenged.

All ongoing and future transactions between us andany of our officers and directors or their respective affiliates,including loans by our officers and directors, will be on termsbelieved by us to be no less favorable than are available fromunaffiliated third parties and such transactions or loans, includingany forgiveness of loans, will require prior approval in each instanceby a majority of our uninterested‘‘independent’’ directors (to the extent wehave any) or the members of our board who do not have an interest inthe transaction, in either case who had access, at our expense, to ourattorneys or independent legal counsel. In addition, our managementwill gather pricing information, estimates or fairness opinions fromunaffiliated third parties with respect to similar transactionsundertaken by us.

Item 14.    Principal Accountant Fees andServices

Audit Fees

During the fiscal year endedDecember  31,  2005, we paid, or expect to pay, ourprincipal accountant $68,700 for the services they performed throughoutthe year, including in connection through our initial public offering,including the financial statements included in the Current Reports onForm 8-K filed with the Securities and Exchange Commission onJuly  6 and July  7,  2005, the review of ourQuarterly Reports on Form 10-Q for the quarter ended September30,  2005, and the December  31,  2005 audit andAnnual Report on Form 10-K.

Audit-RelatedFees

During 2005, our principal accountant did not renderassurance and related services reasonably related to the performance ofthe audit or review of financial statements.

TaxFees

During 2005, our principal accountant did not renderservices to us for tax compliance, tax advice and taxplanning.

All Other Fees

During 2005, there wereno fees billed for products and services provided by the principalaccountant other than those set forth above.

Policy on AuditCommittee Pre-Approval of Audit and Permissible Non-audit Services ofIndependent Auditors

Consistent with SEC policies regardingauditor independence, the Audit Committee has responsibility forappointing, setting compensation and overseeing the work of theindependent auditor. In recognition of this responsibility, the AuditCommittee has established a policy to pre-approve all audit andpermissible non-audit services provided by the independentauditor.

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Prior to engagement of the independentauditor for the next year’s audit, management will submit anaggregate of services expected to be rendered during that year for eachof four categories of services to the Audit Committee forapproval.

1. Audit services include audit workperformed in the preparation of financial statements, as well as workthat generally only the independent auditor can reasonably be expectedto provide, including comfort letters, statutory audits, and attestservices and consultation regarding financial accounting and/orreporting standards.

2. Audit-Related servicesare for assurance and related services that are traditionally performedby the independent auditor, including due diligence related to mergersand acquisitions, employee benefit plan audits, and special proceduresrequired to meet certain regulatoryrequirements.

3. Tax services include allservices performed by the independent auditor’s tax personnelexcept those services specifically related to the audit of thefinancial statements, and includes fees in the areas of tax compliance,tax planning, and tax advice.

4. Other Fees arethose associated with services not captured in the other categories. Wegenerally do not request such services from the independentauditor.

Prior to engagement, the Audit Committee pre-approvesthese services by category of service. The fees are budgeted and theAudit Committee requires the independent auditor and management toreport actual fees versus the budget periodically throughout the yearby category of service. During the year, circumstances may arise whenit may become necessary to engage the independent auditor foradditional services not contemplated in the original pre-approval. Inthose instances, the Audit Committee requires specific pre-approvalbefore engaging the independent auditor.

The Audit Committee maydelegate pre-approval authority to one or more of its members. Themember to whom such authority is delegated must report, forinformational purposes only, any pre-approval decisions to the AuditCommittee at its next scheduledmeeting.

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Table of Contents

PARTIV

Item 15. Exhibits and Financial StatementSchedules.

|           |                                                            |
|-----------|------------------------------------------------------------|
| (a)  | The following documents are filedas a part of this Report: |

1.    FinancialStatements:

Index to Financial Statements andSchedules

Report of Independent Registered PublicAccounting Firm

Balance Sheet as of December31,  2005

Income Statement — Period fromJanuary  6,  2005 (inception) to December  31,2005

Statement of Stockholders’ Equity —Period from January  6,  2005 (inception) toDecember  31,  2005

Statement of Cash Flows— Period from January  6,  2005 (inception) toDecember  31,  2005

Notes to FinancialStatements

2.    Financial StatementSchedule(s):

All schedules are omitted for the reason thatthe information is included in the financial statements or the notesthereto or that they are not required or are notapplicable.

3.    Exhibits:

|            |  |  |                                                                                                                                |
|------------|--|--|--------------------------------------------------------------------------------------------------------------------------------|
| ExhibitNo. |  |  | Description                                                                                                                    |
| 3.1        |  |  | Amended andRestated Certificate ofIncorporation.*                                                                              |
| 3.2        |  |  | By-laws.*                                                                                                                      |
| 4.1        |  |  | SpecimenUnit Certificate.*                                                                                                     |
| 4.2        |  |  | Specimen Common StockCertificate.*                                                                                             |
| 4.3        |  |  | Specimen WarrantCertificate.*                                                                                                  |
| 4.4        |  |  | Form of Warrant Agreementbetween Continental Stock Transfer & Trust Company and theCompany.*                               |
| 10.1       |  |  | Letter Agreement among theCompany, Broadband Capital Management LLC and Steven R.Berrand.*                                     |
| 10.2       |  |  | Letter Agreement among theCompany, Broadband Capital Management LLC and Thomas E.Aucamp.*                                      |
| 10.3       |  |  | Letter Agreement among theCompany, Broadband Capital Management LLC and Thomas C.Byrne.*                                       |
| 10.4       |  |  | Letter Agreement among theCompany, Broadband Capital Management LLC and I. StevenEdelson.*                                     |
| 10.5       |  |  | Letter Agreement among theCompany, Broadband Capital Management LLC and I. NathanialKramer.*                                   |
| 10.6       |  |  | Form of Investment ManagementTrust Agreement between Continental Stock Transfer & Trust Companyand the Company.*           |
| 10.7       |  |  | Form of Stock EscrowAgreement between the Company, Continental Stock Transfer & TrustCompany and the InitialStockholders.* |
| 10.8       |  |  | Services Agreement withSB Management Co.*                                                                                      |
| 10.9       |  |  | Promissory Note,dated January  26,  2005, issued to Steven R. Berrard inthe amount of $26,000.*                                |
| 10.10      |  |  | PromissoryNote, dated January  26,  2005, issued to I. Steven Edelsonin the amount of $7,000.*                                 |
|            |

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|            |  |  |                                                                                                                                                                                 |
|------------|--|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ExhibitNo. |  |  | Description                                                                                                                                                                     |
| 10.11      |  |  | Promissory Note, datedJanuary  26,  2005, issued to Nathanial Kramer in theamount of $7,000.*                                                                                   |
| 10.12      |  |  | Promissory Note,dated March  28,  2005, issued to Steven R. Berrard in theamount of $32,500.*                                                                                   |
| 10.13      |  |  | Promissory Note,dated March  28,  2005, issued to Nathanial Kramer in theamount of $17,500.*                                                                                    |
| 10.14      |  |  | Form ofRegistration Rights Agreement among the Company and the InitialStockholders.*                                                                                            |
| 10.15      |  |  | Form of WarrantPurchase Agreement between the Insiders and Broadband CapitalManagement LLC*                                                                                     |
| 31         |  |  | Certification of theChief Executive Officer and Chief Financial Officer, as adoptedpursuant to Section 302 of the Sarbanes-Oxley Act of2002.                                    |
| 32         |  |  | Certification of the ChiefExecutive Officer and Chief Financial Officer pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleyAct of 2002. |
|            |

|  |
|--|
|  |  |
|  |

|  |                                                                                                                                                                                |
|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | * Incorporated byreference to exhibits of the same number filed with theRegistrant’s Registration Statement on Form S-1 or amendmentsthereto (File No. 333-122812). |

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SIGNATURES

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the registrant has duly caused this report to be signed onits behalf by the undersigned, thereunto dulyauthorized.

SERVICES ACQUISITION CORP.INTERNATIONAL

Date: August 2,2006

|  | By:                        /s/ Steven R.Berrard                                                         StevenR. Berrard   Chairman of the Board and Chief ExecutiveOfficer |
|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Pursuant to the requirements of theSecurities Exchange Act of 1934, this report has been signed below bythe following persons on behalf of the registrant and in the capacitiesand on the datesindicated.

|                       |  |                                                                                                                      |  |                |
|-----------------------|--|----------------------------------------------------------------------------------------------------------------------|--|----------------|
| Name                  |  | Position                                                                                                             |  | Date           |
|                       |
| /s/Steven R. Berrard  |  | Chairmanof the Board and Chief Executive Officer (principal executive andprincipal financial and accounting officer) |  | August 2,2006  |
|                       |
| Steven R.Berrard      |
|                       |
| /s/ I. Steven Edelson |  | Vice Chairman, Vice PresidentandDirector                                                         |  | August 2, 2006 |
|                       |
| I.Steven Edelson      |
|                       |
| /s/ Thomas E. Aucamp  |  | Vice President, SecretaryandDirector                                                             |  | August 2,2006  |
|                       |
| Thomas E.Aucamp       |
|                       |
| /s/ NathanielKramer   |  | Director                                                                     |  | August2, 2006  |
|                       |
| NathanielKramer       |
|                       |
| /s/ Thomas C.Byrne    |  | Director                                                                     |  | August2, 2006  |
|                       |
| Thomas C.Byrne        |
|                       |
| /s/ Cris V. Branden   |  | Director                                                                                                             |  | August 2,2006  |
|                       |
| CrisV. Branden        |
|                       |

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INDEX TOFINANCIAL STATEMENTS AND SCHEDULES

Services Acquisition Corp.International(a corporation in the developmentstage)

|                                                                                                                           |  |  |  |  |        |  |
|---------------------------------------------------------------------------------------------------------------------------|--|--|--|--|--------|--|
| Reportof Independent Registered Public AccountingFirm                                                                     |  |  |  |  | F-2    |  |
| Financialstatements                                                                                                       |  |  |  |  |   |  |
| BalanceSheet as of December  31,  2005, asrestated                                                                        |  |  |  |  | F-3    |  |
| Statement of Operationsfor the period from January  6,  2005 (inception) toDecember  31,  2005, asrestated                |  |  |  |  | F-4    |  |
| Statement ofStockholders’ Equity for the period from January6,  2005 (inception) to December  31,  2005, asrestated |  |  |  |  | F-5    |  |
| Statement of Cash Flowsfor the period from January  6,  2005 (inception) toDecember  31,  2005, asrestated                |  |  |  |  | F-6    |  |
| Notesto FinancialStatements                                                                                               |  |  |  |  | F-7    |  |
|                                                                                                                           |

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Reportof Independent Registered Public Accounting Firm

To theBoard of Directors and Stockholders ofServices Acquisition Corp.International

We have audited the accompanying balancesheet of Services Acquisition Corp. International (a corporation in thedevelopment stage) as of December  31,  2005 and therelated statements of operations, stockholders’ equity, and cashflows for the period from January  6,  2005 (inception) toDecember  31,  2005. These financial statements are theresponsibility of the Company’s management. Our responsibilityis to express an opinion on these financial statements based on ouraudit.

We conducted our audit in accordance with thestandards of the Public Company Accounting Oversight Board (UnitedStates). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether the financial statements arefree of material misstatement. The Company is not required to have, norwere we engaged to perform, an audit of its internal control overfinancial reporting. Our audit includes consideration of internalcontrol over financial reporting as a basis for designing auditprocedures that are appropriate in the circumstances, but not for thepurpose of expressing an opinion on the effectiveness of theCompany’s internal control over financial reporting.Accordingly, we express no such opinion. An audit also includesexamining, on a test basis, evidence supporting the amounts anddisclosures in the financial statements, assessing the accountingprinciples used and significant estimates made by management, as wellas evaluating the overall financial statements presentation. We believethat our audit provides a reasonable basis for ouropinion.

In our opinion, the financial statements referredto above present fairly, in all material respects, the financialposition of Services Acquisition Corp. International (a corporation inthe development stage) as of December  31,  2005, and theresults of its operations and its cash flows for the period fromJanuary  6,  2005 (inception) to December  31,2005, in conformity with U.S. generally accepted accountingprinciples.

As discussed in Note 2 to the accompanyingfinancial statements, the Company has restated its financial statementsfor the year ended December  31,  2005 to reflectadditional non-operating gains and losses restated to theclassification of and accounting for: (1) the warrants to purchasecommon stock associated with the units sold at the initial publicoffering of the Company and (2) warrants to purchase common stockembedded in an option to purchase units consisting of one share and onewarrant to purchase one additional share, issued to Broadband Capitalin connection with the initial public offering.

/s/ Rothstein, Kass & Company,P.C.

Roseland, New JerseyMarch 23, 2006,except for notes 1, 2, 5 and 6 which are dated August 1,2006

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SERVICESACQUISITION CORP. INTERNATIONAL(a corporation in the developmentstage)BALANCE SHEET

December  31,  2005 (AsRestated)

|                                                                                                                                                                         |  |  |            |   |             |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|------------|---|-------------|--|
|                                                                                                                                                                    |  |  | AsRestated |
| ASSETS                                                                                                                                                                  |  |  |            |   |        |  |
| Currentassets                                                                                                                                                           |  |  |            |   |        |  |
| Cash                                                                                                                                                                    |  |  |            | $ | 976,915     |  |
| Prepaidexpenses                                                                                                                                                         |  |  |            |   | 56,772      |  |
| Totalcurrentassets                                                                                                                                                      |  |  |            |   | 1,033,687   |  |
| Otherassets                                                                                                                                                             |  |  |            |   |        |  |
| Cash held intrust                                                                                                                                                       |  |  |            |   | 128,174,091 |  |
| Totalassets                                                                                                                                                             |  |  |            | $ | 129,207,778 |  |
| LIABILITIESAND STOCKHOLDERS’EQUITY                                                                                                                                |  |  |            |   |        |  |
| Currentliabilities                                                                                                                                                      |  |  |            |   |        |  |
| Accountspayable                                                                                                                                                         |  |  |            | $ | 1,234       |  |
| Accruedaccounting                                                                                                                                                       |  |  |            |   | 30,000      |  |
| Accrued franchisetaxes                                                                                                                                                  |  |  |            |   | 53,685      |  |
| Income taxespayable                                                                                                                                                     |  |  |            |   | 84,933      |  |
| Derivativeliabilities                                                                                                                                                   |  |  |            |   | 13,987,103  |  |
| Totalcurrentliabilities                                                                                                                                                 |  |  |            |   | 14,156,955  |  |
| Commonstock, subject to possible redemption, 3,448,275 shares at redemptionvalue                                                                                        |  |  |            |   | 25,241,373  |  |
| Stockholders’equity                                                                                                                                               |  |  |            |   |        |  |
| Preferred stock, $.001par value, authorized 1,000,000 shares; noneissued                                                                                                |  |  |            |   |        |  |
| Common stock, $.001 par value,authorized 70,000,000 shares; issued and outstanding 21,000,000 shares(which includes the 3,448,275 shares subject to possibleredemption) |  |  |            |   | 21,000      |  |
| Additional Paid-inCapital                                                                                                                                               |  |  |            |   | 86,492,551  |  |
| Equityaccumulated during the developmentstage                                                                                                                           |  |  |            |   | 3,295,899   |  |
| Totalstockholders’equity                                                                                                                                          |  |  |            |   | 89,809,450  |  |
| Totalliabilities and stockholders’equity                                                                                                                          |  |  |            | $ | 129,207,778 |  |
|                                                                                                                                                                         |

Seeaccompanying notes to financial statements.

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SERVICES ACQUISITION CORP.INTERNATIONAL(a corporation in the developmentstage)STATEMENT OF OPERATIONS, AsRestated

|                                           |  |  |                                                                                 |   |            |  |
|-------------------------------------------|--|--|---------------------------------------------------------------------------------|---|------------|--|
|                                      |  |  | For the PeriodJanuary 6, 2005(inception)toDecember 31, 2005 |
|                                      |  |  | AsRestated                                                                      |
| Interestincome                            |  |  |                                                                                 | $ | 1,454,091  |  |
| Gain on derivativeliabilities             |  |  |                                                                                 |   | 2,124,620  |  |
| Formationand operating costs              |  |  |                                                                                 |   | 196,614    |  |
| Interestexpense                           |  |  |                                                                                 |   | 1,265      |  |
| Netincome before incometaxes              |  |  |                                                                                 |   | 3,380,832  |  |
| Provisionfor state incometaxes            |  |  |                                                                                 |   | 84,933     |  |
| Netincome                                 |  |  |                                                                                 | $ | 3,295,899  |  |
| Basicweighted average sharesoutstanding   |  |  |                                                                                 |   | 11,777,489 |  |
| Basicearnings pershare                    |  |  |                                                                                 | $ | 0.28       |  |
| Dilutedweighted average sharesoutstanding |  |  |                                                                                 |   | 13,049,709 |  |
| Dilutedearnings pershare                  |  |  |                                                                                 | $ | 0.25       |  |
|                                           |

Seeaccompanying notes to financial statements.

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SERVICES ACQUISITION CORP.INTERNATIONAL(a corporation in the developmentstage)STATEMENT OF STOCKHOLDERS’ EQUITYFor period fromJanuary  6,  2005 (inception) to December  31,2005, AsRestated

|                                                                                                                                                                |        |  |             |        |            |                          |        |  |                                            |        |         |                           |  |  |            |   |             |        |  |  |        |   |           |  |  |  |  |   |             |   |  |  |        |  |  |        |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--|-------------|--------|------------|--------------------------|--------|--|--------------------------------------------|--------|---------|---------------------------|--|--|------------|---|-------------|--------|--|--|--------|---|-----------|--|--|--|--|---|-------------|---|--|--|--------|--|--|--------|
|                                                                                                                                                           |        |  | CommonStock |        |            | AdditionalPaid-inCapital |        |  | EquityAccumulatedDuringtheDevelopmentStage |        |         | Stockholders’Equity |  |  |       |   |             |   |
|                                                                                                                                                                | Shares |  |             | Amount |            |                          |   |  |                                            |   |
|                                                                                                                                                           |        |  |        |        |            |                     |        |  | AsRestated                                 |        |         | AsRestated                |  |  | AsRestated |   |             |   |  |  |   |
| Balance January  6,  2005(inception)                                                                                                                           |        |  |             |        | —    |                          |        |  |                                            | $      | — |                           |  |  |            | $ | —     |        |  |  |        | $ | —   |  |  |  |  | $ | —     |   |  |  |   |  |  |   |
| Commonsharesissued                                                                                                                                             |        |  |             |        | 3,750,000  |                          |        |  |                                            |        | 3,750   |                           |  |  |            |   | 25,429      |        |  |  |        |   |      |  |  |  |  |   | 29,179      |   |  |  |   |  |  |   |
| Saleof 15,000,000 shares, net of underwriters’ discount and offeringexpenses (including 2,998,500 shares subject to possibleredemption)                  |        |  |             |        | 15,000,000 |                          |        |  |                                            |        | 15,000  |                           |  |  |            |   | 110,902,368 |        |  |  |        |   |      |  |  |  |  |   | 110,917,368 |   |  |  |   |  |  |   |
| Saleof 2,250,000 shares through the over-allotment option offering, net ofunderwriters’ discount (including 449,775 shares subject topossibleredemption) |        |  |             |        | 2,250,000  |                          |        |  |                                            |        | 2,250   |                           |  |  |            |   | 16,917,750  |        |  |  |        |   |      |  |  |  |  |   | 16,920,000  |   |  |  |   |  |  |   |
| Proceedssubject to possible redemption (3,448,275shares)                                                                                                       |        |  |             |        |       |                          |        |  |                                            |        |    |                           |  |  |            |   | (25,241,373 | )      |  |  |        |   |      |  |  |  |  |   | (25,241,373 | ) |  |  |   |  |  |   |
| Reclassificationto derivative liabilities (warrants) for part of proceeds from the saleof shares                                                               |        |  |             |        |       |                          |        |  |                                            |        |    |                           |  |  |            |   | (16,111,723 | )      |  |  |        |   |      |  |  |  |  |   | (16,111,723 | ) |  |  |   |  |  |   |
| Proceedsfrom issuance ofoption                                                                                                                                 |        |  |             |        |       |                          |        |  |                                            |        |    |                           |  |  |            |   | 100         |        |  |  |        |   |      |  |  |  |  |   | 100         |   |  |  |   |  |  |   |
| Netincome                                                                                                                                                      |        |  |             |        |       |                          |        |  |                                            |        |    |                           |  |  |            |   |        |        |  |  |        |   | 3,295,899 |  |  |  |  |   | 3,295,899   |   |  |  |   |  |  |   |
| Balances,at December  31,2005                                                                                                                                  |        |  |             |        | 21,000,000 |                          |        |  |                                            | $      | 21,000  |                           |  |  |            | $ | 86,492,551  |        |  |  |        | $ | 3,295,899 |  |  |  |  | $ | 89,809,450  |   |  |  |   |  |  |   |
|                                                                                                                                                                |

Seeaccompanying notes to financial statements.

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SERVICES ACQUISITION CORP.INTERNATIONAL(a corporation in the developmentstage)STATEMENT OF CASH FLOWS

For period fromJanuary  6,  2005 (inception) to December  31,2005 (AsRestated)

|                                                     |  |  |              |   |              |   |
|-----------------------------------------------------|--|--|--------------|---|--------------|---|
|                                                |  |  | (AsRestated) |
| Cash flows from operatingactivities                 |  |  |              |   |         |   |
| Netincome                                           |  |  |              | $ | 3,295,899    |   |
| Increase(decrease) in cash attributable to changein |  |  |              |   |         |   |
| Prepaidexpenses                                     |  |  |              |   | (56,772      | ) |
| Accountspayable                                     |  |  |              |   | 1,234        |   |
| Accruedaccounting                                   |  |  |              |   | 30,000       |   |
| Accrued franchisetax                                |  |  |              |   | 53,685       |   |
| Income taxespayable                                 |  |  |              |   | 84,933       |   |
| Derivativeliabilities                               |  |  |              |   | (2,124,620   | ) |
| Netcash provided by operatingactivities             |  |  |              |   | 1,284,359    |   |
| Cashflows from financingactivities                  |  |  |              |   |         |   |
| Proceedsfrom notes payable,stockholders             |  |  |              |   | 160,000      |   |
| Payment of notespayable,stockholders                |  |  |              |   | (160,000     | ) |
| Proceeds fromsale of stock                          |  |  |              |   | 29,179       |   |
| Gross proceedsof publicoffering                     |  |  |              |   | 120,000,000  |   |
| Payments ofcosts of publicoffering                  |  |  |              |   | (9,082,632   | ) |
| Gross proceedsof over-allotment optionoffering      |  |  |              |   | 18,000,000   |   |
| Payments of costsof over-allotment optionoffering   |  |  |              |   | (1,080,000   | ) |
| Proceeds fromissuance ofoption                      |  |  |              |   | 100          |   |
| Netcash provided by financingactivities             |  |  |              |   | 127,866,647  |   |
| Netcash used in investingactivity                   |  |  |              |   |         |   |
| Cash held intrust                                   |  |  |              |   | (128,174,091 | ) |
| Netincrease incash                                  |  |  |              |   | 976,915      |   |
| Cash,beginning ofperiod                             |  |  |              |   | —      |   |
| Cash,end ofperiod                                   |  |  |              | $ | 976,915      |   |
|                                                     |

Seeaccompanying notes to financialstatements.

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NOTESTO FINANCIAL STATEMENTS

1.    Nature of operations andsummary of significant accounting policies

Nature ofOperations

Services Acquisition Corp. International(the ‘‘Company’’) was incorporated inDelaware on January  6,  2005 as a blank check companywhose objective is to acquire through a merger, capital stock exchange,asset acquisition or other similar business combination a currentlyunidentified operating business. The Company has selectedDecember  31 as its fiscal year-end.

Theregistration statement for the Company’s initial public offering(the ‘‘Offering’’) was declared effectiveJune  29, 2005. The Company consummated the offering onJuly  6,  2005 and received net proceeds of approximately$110,917,368 and executed the over-allotment option offering onJuly  7,  2005 and received net proceeds of approximately$16,920,000. The Company’s management has broad discretion withrespect to the specific application of the net proceeds of theOffering, although substantially all of the net proceeds of theOffering are intended to be generally applied toward consummating abusiness combination with an operating company. As used herein, a‘‘target business’’ shall include anoperating business that provides services and a‘‘business combination’’ shall mean theacquisition by the Company of such a target business.

TheCompany’s efforts in identifying a prospective business targetare not limited to a particular industry, although management intendsto focus on high margin service businesses with recurring revenue. Thesuccess and ongoing profitability of such business will not necessarilybe predicated on continually generating new revenue, but rather onforging a valued bond for which switching costs may be high oralternatives of lower value. Within this context, the Company expectsto seek companies displaying a number of characteristics: recurringrevenues, focus on a service rather than a product, high gross margins,stable cash flow and opportunities for organic and acquisitiongrowth.

Upon the closing of the Company’s offering,$126,720,000 was placed in a trust account at JP Morgan Chase NY Bankmaintained by Continental Stock Transfer & Trust Company to beinvested until the earlier of (i) the consummation of theCompany’s first business combination or (ii) the liquidation ofthe Company. As of December  31,  2005, the balance in thetrust account was $128,174,091. The remaining proceeds are available tothe Company to pay for business, legal and accounting due diligence onprospective acquisitions and continuing general and administrativeexpenses.

The Company, after signing a definitiveagreement for the acquisition of a target business, will submit suchtransaction for stockholder approval. In the event that stockholdersowning 20% or more of the outstanding stock excluding, for thispurpose, those persons who were stockholders prior to the Offering,vote against the business combination, the business combination willnot be consummated. All of the Company’s stockholders prior tothe Offering, including all of the officers and directors of theCompany (‘‘Initial Stockholders’’), haveagreed to vote their 3,750,000 founding shares of common stock inaccordance with the vote of the majority in interest of all otherstockholders of the Company (‘‘PublicStockholders’’) with respect to any business combination.After consummation of the Company’s first business combination,all of these voting safeguards will no longer beapplicable.

With respect to the first businesscombination, which is approved and consummated, any Public Stockholderwho voted against the business combination may demand that the Companyredeem his or her shares. The per share redemption price will equal theamount in the Trust Fund as of the record date for determination ofstockholders entitled to vote on the business combination divided bythe number of shares of common stock held by Public Stockholders at theconsummation of the Offering. Accordingly, Public Stockholders holding19.99% of the aggregate number of shares owned by all PublicStockholders may seek redemption of their shares in the event of abusiness combination. Such Public Stockholders are entitled to receivetheir per share interest in the Trust Fund computed without regard tothe shares held by Initial Stockholders. Accordingly the Company hasset up a liability on the balance sheet for the possible redemption of3,448,275 shares of common stock in the amount of$25,241,373.

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The Company’s Certificate ofIncorporation provides for mandatory liquidation of the Company,without stockholder approval, in the event that the Company does notconsummate a business combination within 18 months from the date of theconsummation of the Offering, or 24 months from the consummation of theOffering if certain extension criteria have been satisfied. In theevent of liquidation, it is likely that the per share value of theresidual assets remaining available for distribution (including TrustFund assets) will be less than the offering price per share in theOffering (assuming no value is attributed to the Warrants contained inthe Units to be offered in the Offering discussed in Note3.)

Cash Equivalents

The Company considersall highly liquid money market investments to be cashequivalents.

Common Stock

In March2005, the Board of Directors of the Company approved a stock dividendof 1.5714 shares of common stock for each outstanding share of commonstock to all shareholders of record on March  28,  2005.The sole purpose for such dividend was to maintain the existingshareholders’ collective ownership at 20% of issued andoutstanding shares immediately after the Company’s initialoffering of 15.0  million units at $8.00 per unit. Subsequent tothe initial offering, the underwriters exercised their over-allotmentoption of 2.25  million units effectively lowering thefounder’s ownership to approximately 17.86%. Alltransactions and disclosures in the financial statements, related tothe Company’s common stock, have been adjusted to reflect theresults of the stock dividend.

Income Per CommonShare

The Company complies with SFAS No. 128,‘‘Earnings Per Share’’ which requires dualpresentation of basic and diluted income per share for all periodspresented. Basic income per share excludes dilution and is computed bydividing income available to common stockholders by the weightedaverage number of common shares outstanding for the period. Dilutedincome per share reflects the potential dilution that could occur ifsecurities or other contracts to issue common stock were exercised orconverted into common stock or resulted in the issuance of common stockthat then share in the income of the Company.

Use ofEstimates

The preparation of financial statements inconformity with accounting principles generally accepted in the UnitedStates of America requires management to make estimates and assumptionsthat affect the reported amounts of assets and liabilities at the dateof the financial statements and the reported amounts of expenses duringthe reporting period. Actual results could differ from thoseestimates.

Income Taxes

The Companycomplies with SFAS No. 109, ‘‘Accounting for IncomeTaxes,’’ which requires an asset and liability approachto financial accounting and reporting for income taxes. Deferred incometax assets and liabilities are computed for differences between thefinancial statement and tax bases of assets and liabilities that willresult in future taxable or deductible amounts, based on enacted lawsand rates applicable to the periods in which the differences areexpected to affect taxable income. Valuation allowances areestablished, when necessary, to reduce deferred tax assets to theamount expected to be realized.

Accounting for Warrants andDerivative Instruments

On July  6,  2005,the Company consummated its initial public offering of 15,000,000units. On July  7,  2005, the Company consummated theclosing of an additional 2,250,000 units that were subject to theunderwriters’ over-allotment option. Each unit consists of oneshare of common stock and one redeemable common stock purchase warrant.Each warrant entitles the holder to purchase from the Company one shareof its common stock at an exercise price of $6.00.

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The Company sold to therepresentative of the underwriter, for $100, an option to purchase upto a total of 750,000 units. The units issuable upon exercise of thisoption are identical to those sold in the initial public offering,except that the warrants included in the option have an exercise priceof $7.50 (125% of the exercise price of the warrants included inthe units sold in the offering). This option is exercisable at $10.00per unit commencing on the later of the consummation of a businesscombination and June  27,  2006 and expires on June27, 2010.

In September  2000, the Emerging IssuesTask Force issued EITF 00-19, ‘‘Accounting for DerivativeFinancial Instruments Indexed to and Potentially Settled in, aCompany's Own Stock,’’ (‘‘EITF00-19’’) which requires freestanding contracts that aresettled in a company's own stock, including common stockwarrants, to be designated as an equity instrument, asset or aliability. Under the provisions of EITF 00-19, a contract designated asan asset or a liability must be carried at fair value on acompany’s balance sheet, with any changes in fair value recordedin the company’s results of operations. A contract designated asan equity instrument must be included within equity, and no fair valueadjustments are required from period to period. In accordance with EITF00-19, the 17,250,000 warrants issued to purchase common stock areseparately accounted for as liabilities. The fair value of thesewarrants is shown on the Company’s balance sheet and theunrealized changes in the values of these derivatives are shown in theCompany’s consolidated statement of operations as‘‘Gain (loss) on derivative liabilities.’’These warrants are freely traded on the American Stock Exchange,consequently the fair value of these warrants are estimated as themarket price of a warrant at each period end. To the extent that themarket price increases or decreases, the Company’s derivativeliabilities will also increase or decrease, including the effect on theCompany’s consolidated statement of operations.

Fairvalues for exchange-traded securities and derivatives are based onquoted market prices. Where market prices are not readily available,fair values are determined using market based pricing modelsincorporating readily observable market data and requiring judgment andestimates. The purchase option to purchase 750,000 shares is consideredan equity instrument, as the underlying shares do not need to beregistered, and all other criteria to be accounted for as an equityinstrument have been fulfilled. The embedded derivative, the warrant topurchase 750,000 shares for $7.50 each, follow the same accountingguidelines, as the 17,250,000 warrants discussed previously, and isconsidered a liability.

Statement of Financial AccountingStandard (‘‘SFAS’’) No. 133,‘‘Accounting for Derivative Instruments and HedgingActivities,’’ as amended, requires all derivatives to berecorded on the balance sheet at fair value. Furthermore, paragraph 11(a) of SFAS No. 133 precludes contracts issued or held by a reportingentity that are both (1) indexed to its own stock and (2) classified asstockholders' equity in its statement of financial position frombeing treated as derivative instruments. We have determined that theoption to purchase 750,000 units, each unit consisting of one warrantand one share of common stock is a derivative that also contains anembedded derivative. The option to purchase 750,000 shares of commonstock and the warrant to purchase an additional 750,000 shares, thelatter being the embedded derivative, are separately valued andaccounted for on the Company's balance sheet. While the warrantto purchase the additional 750,000 shares is indexed to theCompany's common stock, the fact that the shares underlying thewarrants require future registration in accordance with the warrantagreement, requires the Company to classify these instruments as aliability in accordance with EITF 00-19 paragraph 14.

As such,the option to purchase 750,000 units is considered an equityinstrument, as the underlying shares do not need to be registered, andall other criteria in EITF 00-19 required for the instrument to beaccounted for as an equity instrument have been fulfilled. The embeddedderivative which is the warrant to purchase 750,000 shares for $7.50each, follows the same accounting guidelines as the 17,250,000 warrantsdisclosed in our 10-K/A and is considered a liability. These derivativeliabilities have been, and will continue to be adjusted to fair valuein our quarterly filings.

The Company performed a valuation ofthe option to purchase 750,000 units, and then allocated its fair valueto its two components, the underlying 750,000 shares and the embeddedwarrant to purchase additional 750,000 shares. The fair value atinception was calculated to be $894,909, or $1.19 

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per unit, of which $653,186 was allocated tothe purchase option of 750,000 shares and $241,723 was allocated to thewarrants to purchase an additional 750,000 shares, according to theirrespective fair values.

The pricing model the Companyuses for determining fair values of the purchase option and theembedded derivative is the Black Scholes Pricing Model. Valuationsderived from this model are subject to ongoing internal and externalverification and review. The model uses market-sourced inputs such asinterest rates, market prices and volatilities. Selection of theseinputs involves management’s judgment and may impact netincome.

In particular, the Company uses volatility ratesbased upon a sample of comparable companies in its industry, specialpurpose acquisition corporations. At the time a company to be acquiredhas been identified and agreements to acquire are in place, thevolatility rates will be based on comparable companies to the acquiredcompany. The Company uses a risk-free interest rate, which is the rateon U. S. Treasury instruments, for a security with a maturity thatapproximates the estimated remaining contractual life of thederivative. The volatility factor used in Black Scholes has asignificant effect on the resulting valuation of the derivativeliabilities on the Company’s balance sheet. The volatility forthe calculation of the embedded derivatives was approximated at41.4%, this volatility-rate will likely change in the future.The Company uses the closing market price of the Company’scommon stock at the end of a quarter when a derivative is valued atfair value. The Company’s stock price will also change in thefuture. To the extent that the Company’s stock price increasesor decreases, the Company’s derivative liabilities will alsoincrease or decrease, absent any change in volatility rates andrisk-free interest rates.

Recently Issued AccountingStandards

In December  2004, the FinancialAccounting Standards Board (‘‘FASB’’)issued SFAS No. 123(R), ‘‘Accounting for Stock-BasedCompensation (Revised).’’ SFAS 123(R) supersedes APB No.25 and its related implementation guidance. SFAS No. 123(R) establishesstandards for the accounting for transactions in which an entityexchanges its equity instruments for goods or services. It alsoaddresses transactions in which an entity incurs liabilities inexchange for goods or services that are based on the fair value of theentity’s equity instruments or that may be settled by theissuance of those equity instruments. SFAS No. 123(R) focuses primarilyon accounting for transactions in which an entity obtains employeeservices in share-based payment transactions. SFAS No. 123(R) requiresa public entity to measure the cost of employee services received inexchange for an award of equity instruments based on the grant-datefair value of the award (with limited exceptions). That cost will berecognized over the period during which an employee is required toprovide service in exchange for the award the requisite service period(usually the vesting period). No compensation costs are recognized forequity instruments for which employees do not render the requisiteservice. The grant-date fair value of employee share options andsimilar instruments will be estimated using option-pricing modelsadjusted for the unique characteristics of those instruments (unlessobservable market prices for the same or similar instruments areavailable). If an equity award is modified after the grant date,incremental compensation cost will be recognized in an amount equal tothe excess of the fair value of the modified award over the fair valueof the original award immediately before the modification. SFAS No.123(R) is effective as of the beginning of the fiscal year that beginsafter June  15,  2005.

2.    Restatement andreclassifications of previously issued financialstatements

Summary of Restatement Items

InAugust, 2006, the Company concluded that it was necessary to restateits financial results for the fiscal year ended December31,  2005 and for the interim periods ended September30,  2005 and March  31  2006 to reflect additionalnon-operating gains and losses related to the classification of andaccounting for: (1) the warrants to purchase common stock associatedwith the units sold at the initial public offering of the Company and(2) warrants to purchase common stock embedded in a option to

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purchase units consisting of one share andone warrant to purchase one additional share, issued to BroadbandCapital in connection with the initial public offering. The Company hadpreviously classified the value of these warrants to purchase commonstock, when applicable, as equity. After further review, the Companyhas determined that these instruments should have been classified asderivative liabilities and therefore, the fair value of each instrumentmust be recorded as a derivative liability on the Company'sbalance sheet. Changes in the fair values of these instruments willresult in adjustments to the amount of the recorded derivativeliabilities and the corresponding gain or loss will be recorded in theCompany’s statement of operations. At the date of the conversionof each respective instrument or portion thereof (or exercise of theoptions or warrants or portion thereof, as the case may be), thecorresponding derivative liability will be reclassified as equity.

The accompanying financial statements for the year endedDecember  31,  2005 have been restated to effect thechanges described above. The impact of the adjustments related to theclassification of and accounting for the warrants for the year endedDecember  31,  2005 are summarizedbelow: 

Consolidated Statement ofOperations

|                                           |  |  |                                                               |   |            |            |  |  |            |   |           |  |  |  |  |   |            |  |
|-------------------------------------------|--|--|---------------------------------------------------------------|---|------------|------------|--|--|------------|---|-----------|--|--|--|--|---|------------|--|
|                                      |  |  | Forthe Period January 6, 2005 (inception) to December 31,2005 |
|                                      |  |  | AsPreviouslyReported                                          |   |            | Adjustment |  |  | AsRestated |
| Interestincome                            |  |  |                                                               | $ | 1,454,091  |            |  |  |            | $ | —   |  |  |  |  | $ | 1,454,091  |  |
| Gainon derivativeliabilities              |  |  |                                                               |   | —    |            |  |  |            |   | 2,124,620 |  |  |  |  |   | 2,124,620  |  |
| Formationand operatingcost                |  |  |                                                               |   | 196,614    |            |  |  |            |   |      |  |  |  |  |   | 196,614    |  |
| Interestexpense                           |  |  |                                                               |   | 1,265      |            |  |  |            |   |      |  |  |  |  |   | 1,265      |  |
| Incomebefore incometaxes                  |  |  |                                                               |   | 1,256,212  |            |  |  |            |   | 2,124,620 |  |  |  |  |   | 3,380,832  |  |
| Incometaxes                               |  |  |                                                               |   | 84,933     |            |  |  |            |   |      |  |  |  |  |   | 84,933     |  |
| Netincome                                 |  |  |                                                               | $ | 1,171,279  |            |  |  |            | $ | 2,124,620 |  |  |  |  | $ | 3,295,899  |  |
| Basicearnings pershare                    |  |  |                                                               | $ | 0.10       |            |  |  |            | $ | 0.18      |  |  |  |  | $ | 0.28       |  |
| Dilutedearnings pershare                  |  |  |                                                               | $ | 0.09       |            |  |  |            | $ | 0.16      |  |  |  |  | $ | 0.25       |  |
| Basicweighted average sharesoutstanding   |  |  |                                                               |   | 11,777,489 |            |  |  |            |   |      |  |  |  |  |   | 11,777,489 |  |
| Dilutedweighted average sharesoutstanding |  |  |                                                               |   | 13,049,709 |            |  |  |            |   |      |  |  |  |  |   | 13,049,709 |  |
|                                           |

BalanceSheet Impact

The following table sets forth theeffects of the restatement adjustments on the Company’sconsolidated balance sheet as of December  31,  2005:

|                    |  |  |                      |   |             |            |  |  |                 |   |                                                                                                                  |  |  |  |  |   |             |  |
|--------------------|--|--|----------------------|---|-------------|------------|--|--|-----------------|---|------------------------------------------------------------------------------------------------------------------|--|--|--|--|---|-------------|--|
|               |  |  | December31,2005      |   |             |       |  |  | December31,2005 |
|               |  |  | AsPreviouslyReported |   |             | Adjustment |  |  | (Restated)      |
| ASSETS             |  |  |                      |   |        |            |  |  |                 |   |                                                                                                             |  |  |  |  |   |        |  |
| Currentassets      |  |  |                      |   |        |            |  |  |                 |   |                                                                                                             |  |  |  |  |   |        |  |
| Cash               |  |  |                      | $ | 976,915     |            |  |  |                 | $ | —                                                                                                          |  |  |  |  | $ | 976,915     |  |
| Prepaidexpenses    |  |  |                      |   | 56,772      |            |  |  |                 |   |                                                                                                             |  |  |  |  |   | 56,772      |  |
| Totalcurrentassets |  |  |                      |   | 1,033,687   |            |  |  |                 |   |                                                                                                             |  |  |  |  |   | 1,033,687   |  |
| Otherassets        |  |  |                      |   |        |            |  |  |                 |   |                                                                                                             |  |  |  |  |   |        |  |
| Cash held intrust  |  |  |                      |   | 128,174,091 |            |  |  |                 |   |                    |  |  |  |  |   | 128,174,091 |  |
| Totalassets        |  |  |                      | $ | 129,207,778 |            |  |  |                 | $ | —                                                                                                          |  |  |  |  | $ | 129,207,778 |  |
|                    |

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|                                                                                                                                                                        |  |  |                      |   |             |            |  |  |                 |   |             |   |  |  |  |   |             |  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|----------------------|---|-------------|------------|--|--|-----------------|---|-------------|---|--|--|--|---|-------------|--|
|                                                                                                                                                                   |  |  | December31,2005      |   |             |       |  |  | December31,2005 |
|                                                                                                                                                                   |  |  | AsPreviouslyReported |   |             | Adjustment |  |  | (Restated)      |
| LIABILITIESAND STOCKHOLDERS'EQUITY                                                                                                                                     |  |  |                      |   |        |            |  |  |                 |   |        |   |  |  |  |   |        |  |
| Currentliabilities                                                                                                                                                     |  |  |                      |   |        |            |  |  |                 |   |        |   |  |  |  |   |        |  |
| Accountspayable                                                                                                                                                        |  |  |                      | $ | 1,234       |            |  |  |                 | $ | —     |   |  |  |  | $ | 1,234       |  |
| Accruedaccounting                                                                                                                                                 |  |  |                      |   | 30,000      |            |  |  |                 |   |        |   |  |  |  |   | 30,000      |  |
| Accruedfranchisetaxes                                                                                                                                                  |  |  |                      |   | 53,685      |            |  |  |                 |   |        |   |  |  |  |   | 53,685      |  |
| Incometaxespayable                                                                                                                                                     |  |  |                      |   | 84,933      |            |  |  |                 |   |        |   |  |  |  |   | 84,933      |  |
| Derivativeliabilities                                                                                                                                                  |  |  |                      |   | —     |            |  |  |                 |   | 13,987,103  |   |  |  |  |   | 13,987,103  |  |
| Totalcurrentliabilities                                                                                                                                                |  |  |                      |   | 169,852     |            |  |  |                 |   | 13,987,103  |   |  |  |  |   | 14,156,955  |  |
| Commonstock, subject to possible redemption, 3,448,275 shares at redemptionvalue                                                                                       |  |  |                      |   | 25,241,373  |            |  |  |                 |   |        |   |  |  |  |   | 25,241,373  |  |
| STOCKHOLDERS'DEFICIT                                                                                                                                                   |  |  |                      |   |        |            |  |  |                 |   |        |   |  |  |  |   |        |  |
| Preferredstock, $.001 par value, authorized 1,000,000, noneissued                                                                                                      |  |  |                      |   |        |            |  |  |                 |   |        |   |  |  |  |   |        |  |
| Common stock,$.001 par value, authorized 70,000,000 shares; issued and outstanding21,000,000 shares (which includes the 3,448,275 shares subject topossibleredemption) |  |  |                      |   | 21,000      |            |  |  |                 |   |        |   |  |  |  |   | 21,000      |  |
| Additionalpaid incapital                                                                                                                                          |  |  |                      |   | 102,604,274 |            |  |  |                 |   | (16,111,723 | ) |  |  |  |   | 86,492,551  |  |
| Equityaccumulated during the developmentstage                                                                                                                          |  |  |                      |   | 1,171,279   |            |  |  |                 |   | 2,124,620   |   |  |  |  |   | 3,295,899   |  |
| Totalstockholders'equity                                                                                                                                               |  |  |                      |   | 103,796,553 |            |  |  |                 |   | (13,987,103 | ) |  |  |  |   | 89,809,450  |  |
| Totalliabilities and stockholders'equity                                                                                                                               |  |  |                      | $ | 129,207,778 |            |  |  |                 | $ | —     |   |  |  |  | $ | 129,207,778 |  |
|                                                                                                                                                                        |

3.  Investmentsheld in Trust

Investments held in trust as ofDecember  31,  2005 were in cash, not cash equivalents.During 2005 the Company invested in various short-term tax free moneymarket funds promulgated under the Investment Company Act of 1940.Dividend and interest income earned on such investments was theCompany’s sole source of income during theyear.

4.  Initial Public Offering

OnJuly  6,  2005, the Company sold 15,000,000 units(‘‘Units’’) in the Offering. An additional2,250,000 Units were issued on July  7,  2005 to cover theover-allotment granted to the underwriters. Each Unit consists of oneshare of the Company’s common stock, $.001 par value, and oneRedeemable Common Stock Purchase Warrant(‘‘Warrant’’). Each Warrant entitles theholder to purchase from the Company one share of common stock at anexercise price of $6.00 commencing the later of the completion of abusiness combination with a target business or one year from theeffective date of the Offering and expiring at 5:00 PM on June28, 2009. The Warrants will be redeemable at a price of $.01 perWarrant upon 30 days notice after the Warrants become exercisable, onlyin the event that the last sale price of the common stock is at least$11.50 per share for any 20 trading days within a 30 trading day periodending on the third day prior to date on which notice of redemption isgiven.

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5. Income Taxes

Thecomponents of the provision for income taxes for the year endedDecember 31, 2005 are asfollows:

|               |  |  |  |   |         |  |
|---------------|--|--|--|---|---------|--|
| Current:      |  |  |  |   |    |  |
| Federal       |  |  |  | $ | — |  |
| State         |  |  |  |   | 84,933  |  |
| Foreign       |  |  |  |   | — |  |
| Totalcurrent  |  |  |  | $ | 84,933  |  |
| Deferred:     |  |  |  |   |    |  |
| Federal       |  |  |  | $ | — |  |
| State         |  |  |  |   | — |  |
| Foreign       |  |  |  |   | — |  |
| Totaldeferred |  |  |  | $ | — |  |
|               |

Thedifferences between the statutory rate and the Company’seffective income tax rate are asfollows:

|                                          |  |  |      |   |            |   |  |  |  |  |       |    |
|------------------------------------------|--|--|------|---|------------|---|--|--|--|--|-------|----|
|                                     |  |  | 2005 |
| Federaltax benefit at the statutoryrate  |  |  |      | $ | (1,131,942 | ) |  |  |  |  | (34.0 | %) |
| Stateincome taxes, net of federalbenefit |  |  |      |   | (45,600    | ) |  |  |  |  | (1.4  | )  |
| Non-taxableinterestincome                |  |  |      |   | 490,392    |   |  |  |  |  | 14.7  |    |
| Non-taxable gainon derivativeliabilities |  |  |      |   | 704,830    |   |  |  |  |  | 21.2  |    |
| Permanentdifferences                     |  |  |      |   | (6,863     | ) |  |  |  |  | (0.2  | )  |
| Change invaluationallowance              |  |  |      |   | 95,134     |   |  |  |  |  | 2.9   |    |
| Other                                    |  |  |      |   | (21,018    | ) |  |  |  |  | (0.6  | )  |
| Effectiveincome taxrate                  |  |  |      | $ | 84,933     |   |  |  |  |  | 2.6   | %  |
|                                          |

Deferredincome taxes reflect the net tax effects of temporary differencesbetween the carrying amounts of assets and liabilities for financialreporting purposes and the amounts used for income tax purposes,together with net operating loss and tax credit carry-forwards.Significant components of the Company’s deferred tax assets andliabilities at December  31,  2005 are asfollows:

|                                   |  |  |      |   |         |   |
|-----------------------------------|--|--|------|---|---------|---|
|                              |  |  | 2005 |
| Deferredtax assets (liabilities): |  |  |      |   |    |   |
| Net operatingloss carryforwards   |  |  |      | $ | 56,916  |   |
| Organizationalcosts               |  |  |      |   | 38,218  |   |
|                              |  |  |      |   | 95,134  |   |
| Valuationallowance                |  |  |      |   | (95,134 | ) |
| Netdeferredtaxes                  |  |  |      | $ | — |   |
|                                   |

Thevaluation allowance for deferred taxes increased by approximately$95,134 during 2005, respectively, providing a full valuation allowanceagainst the Company’s net deferred tax assets as a result of theuncertainty as to whether the Company will acquire an operating entityand utilize these tax benefits.

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|          |                       |
|----------|-----------------------|
| 6.  | DerivativeLiabilities |

|                                                                               |  |  |                 |   |        |                      |  |  |            |   |            |       |  |  |  |   |        |  |  |  |  |   |            |  |
|-------------------------------------------------------------------------------|--|--|-----------------|---|--------|----------------------|--|--|------------|---|------------|-------|--|--|--|---|--------|--|--|--|--|---|------------|--|
|                                                                          |  |  | Atissuance date |   |        | At December  31,2005 |
|                                                                          |  |  | perwarrant      |   |        | Total                |  |  | perwarrant |   |            | Total |
| Fair value of warrants part ofinitial public offering unit 17,250,000warrants |  |  |                 | $ | 0.92   |                      |  |  |            | $ | 15,870,000 |       |  |  |  | $ | 0.80   |  |  |  |  | $ | 13,800,000 |  |
| Fairvalue of warrants embedded in purchase option units 750,000warrants       |  |  |                 | $ | 0.32   |                      |  |  |            | $ | 241,723    |       |  |  |  | $ | 0.25   |  |  |  |  | $ | 187,103    |  |
| Total                                                                         |  |  |                 |   |   |                      |  |  |            | $ | 16,111,723 |       |  |  |  |   |   |  |  |  |  | $ | 13,987,103 |  |
|                                                                               |

7.  Commitmentsand contingencies

The Company has agreed to pay up to$7,500 a month in total for office space and general and administrativeexpense to a related entity and two stockholders. Upon completion of abusiness combination or liquidation, the Company will no longer berequired to pay these monthly fees. The monthly fee started onJuly  6,  2005.

As part of the Offering, thestockholders prior to the initial public offering agreed that after theOffering was completed and within the first twenty trading days afterseparate trading of the warrants has commenced, they or certain oftheir affiliates or designees would collectively purchase up to1,000,000 warrants in the public marketplace at prices not to exceed$1.20 per warrant. They further agreed that any warrants purchased bythem or their affiliates or designees will not be sold or transferreduntil the completion of a business combination. In addition, subject toany regulatory restrictions and subsequent to the completion of thepurchase of the 1,000,000 warrants described above and within the firsttwenty trading days after separate trading of the warrants hascommenced, the representative of the underwriter, or certain of itsprincipals, affiliates or designees has to purchase up to 500,000warrants in the public marketplace at prices not to exceed $1.20 perwarrant. The Units separated on July  28,  2005; as per thepreceding sentence, the shareholders prior to the initial publicoffering purchased 1,000,000 warrants at an average price of $1.01375and the underwriter or its affiliates purchased 500,000 warrants at anaverage price of $0.99.

The Company has sold to therepresentative of the underwriter, for $100, an option to purchase upto a total of 750,000 units. The units issuable upon exercise of thisoption are identical to those offered by this prospectus except thatthe warrants included in the option have an exercise price of $7.50(125% of the exercise price of the warrants included in theunits sold in the offering). This option is exercisable at $10.00 perunit commencing on the later of the consummation of a businesscombination and one year from the date of this prospectus and expiringfive years from the date of this prospectus. The option and the 750,000units, the 750,000 shares of common stock and the 750,000 warrantsunderlying such units, and the 750,000 shares of common stockunderlying such warrants, have been deemed compensation by the NationalAssociation of Securities Dealers(‘‘NASD’’) and are therefore subject to a180-day lock-up pursuant to Rule 2710(g)(1) of the NASD Conduct Rules.Additionally, the option may not be sold, transferred, assigned,pledged or hypothecated for a one-year period (including the foregoing180-day period) following the date of this prospectus. However, theoption may be transferred to any underwriter and selected dealerparticipating in the offering and their bona fide officers orpartners.

The Company has engaged Broadband CapitalManagement LLC to act as the representative of the underwriters, on anon-exclusive basis, as our agent for the solicitation of the exerciseof the warrants. To the extent not inconsistent with the guidelines ofthe NASD and the rules and regulations of the Securities and ExchangeCommission, we have agreed to pay the representative for bona fideservices rendered a commission equal to 5% of the exercise pricefor each warrant exercised after June  29,  2006 if theexercise was solicited by the underwriters. In addition to soliciting,either orally or in writing, the exercise of the warrants, therepresentative’s services may also include disseminatinginformation, either orally or in writing, to warrant holders about usor the market for our securities, and assisting in the processing ofthe exercise of the warrants. No compensation will be paid to therepresentative upon the exercise of the warrants if:

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|               |                                                                                           |
|---------------|-------------------------------------------------------------------------------------------|
| •   | themarket price of the underlying shares of common stock is lower than theexercise price; |

|               |                                                                                                     |
|---------------|-----------------------------------------------------------------------------------------------------|
| •   | the holderof the warrants has not confirmed in writing that the underwriterssolicited the exercise; |

|               |                                                  |
|---------------|--------------------------------------------------|
| •   | thewarrants are held in a discretionary account; |

|              |                                                             |
|--------------|-------------------------------------------------------------|
| •  | the warrants are exercised in an unsolicitedtransaction; or |

|               |                                                                                                                            |
|---------------|----------------------------------------------------------------------------------------------------------------------------|
| •   | thearrangement to pay the commission is not disclosed in the prospectusprovided to warrant holders at the time ofexercise. |

8.    Preferred Stock

The Company isauthorized to issue 1,000,000 shares of preferred stock with suchdesignations, voting and other rights and preferences, as may bedetermined from time to time by the Board ofDirectors.

9.    Subsequent Events

OnMarch  13,  2006, the Company, Services Acquisition Corp.International (‘‘SVI’’) and JJC AcquisitionCompany (‘‘JJC’’), a wholly-ownedCalifornia corporate subsidiary of SVI, and Jamba Juice Company, aCalifornia corporation (‘‘Jamba Juice’’),entered into an Agreement and Plan of Merger (the‘‘Merger Agreement’’), pursuant to whichJJC will merge into Jamba Juice and Jamba Juice will become awholly-owned subsidiary of SVI. Following completion of the merger, itis anticipated that SVI will change its name to Jamba, Inc. Because SVIwill have no other operating business following the merger, Jamba Juicewill effectively become a public company at the conclusion of themerger. The Board of Directors will have representation from bothentities. Jamba Juice is headquartered in San Francisco, California andas of March 7, 2006 currently had 532 locations, 323company-owned and 209 franchised, operating in 24 states, the Districtof Columbia and the Bahamas.

Under the terms of theagreement, Jamba Juice shareholders will be paid an aggregate of$265,000,000, less $16,000,000 for certain existing indebtedness andthe amount of certain transaction related expenses, in cash, for all ofthe outstanding capital stock of Jamba Juice and the value of allshares of Jamba Juice capital stock issuable upon exercise of all‘‘in-the-money’’ vested and unvestedoptions and warrants of Jamba Juice, subject to the option holders andwarrant holders, in certain instances, having the right to exchangetheir respective options and warrants into options and warrants ofSVI.

To fund the transaction and provide additionalcapital for growth and expansion, various institutional investors haveagreed to purchase 30,879,999 shares of SVI common stock at$7.50 per share in a private placement, which will be funded at theclosing of the merger. The gross proceeds from this placement,estimated at $231,600,000, will be combined with the approximately$128,174,091 of cash currently held in trust by SVI to fund thetransaction and provide growth capital.

The closings ofthe merger and SVI financing are subject to customary closingconditions, including approval of the merger agreement by thestockholders of both Jamba Juice Company (which occurred onMarch 22, 2006) and SVI and the expiration of any waitingperiods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976as amended. In addition, the closing is conditioned on holders of notmore than 20% of the shares of SVI voting against the merger andelecting to convert their SVI shares into cash, as permitted by the SVIcertificate of incorporation.

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