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UNITEDSTATESSECURITIES AND EXCHANGECOMMISSIONWashington, DC20549

FORM 10-Q/A

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|--------|-------------------------------------------------------------------------------------------------|
|   | QUARTERLYREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 |

For the quarterly period endedMarch 31, 2006

or

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|--------|--------------------------------------------------------------------------------------------------|
|   | TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 |

For the transition period from                 to                

Commission file number:001-32552

SERVICES ACQUISITION CORP.INTERNATIONAL(Exact name of registrant asspecified in itscharter)

|                                                                      |  |  |                                     |
|----------------------------------------------------------------------|--|--|-------------------------------------|
| Delaware                                                             |  |  | 20-2122262                          |
| (Stateor other jurisdiction ofincorporation ororganization)          |  |  | (I.R.S. Employer IdentificationNo.) |
| 401 East OlasBoulevard, Suite 1140Fort Lauderdale, Florida33301 |  |  | 33301                               |
| (Addressof principal executive offices)                              |  |  | (ZipCode)                           |
|                                                                      |

(954) 713-1165(Registrant’stelephone number, including area code)

Indicate bycheck mark whether the Registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of theExchange Act during the past 12 months (or for such shorter period thatthe Registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.  Yes       No   

Indicateby check mark whether the Registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. See definition of‘‘accelerated filer and large acceleratedfiler’’ (as defined in Rule 12b-2 of the ExchangeAct). (Check one):

Large acceleratedfiler                Aceleratedfilers                Non-acceleratedfiler   

Indicate by check mark whether theRegistrant is a shell company (as defined in Rule 12b-2 of theExchangeAct).   Yes       No   

As ofMay 12, 2006, 21,000,000 shares of the registrant’scommon stock, par value $0.001 per share, wereoutstanding.

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SERVICESACQUISITION CORP. INTERNATIONAL AND SUBSIDIARYTable ofContents

Explanatory Note:

This Quarterly Report onForm 10-Q/A is being filed as Amendment Number 2 to our QuarterlyReport on Form 10-Q which was originally filed with the Securities andExchange Commission (‘‘SEC’’) onMay 15, 2006. We are filing this form 10-Q/A to restate ourfinancial statements for the quarter ended March  31,  2006to reflect additional 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 a 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. Except as otherwise stated,all financial information contained in this Quarterly Report onForm 10-Q gives effect to these restatements. For informationconcerning the background of the restatements, the specific adjustmentsmade, and management’s discussion and analysis of our results ofoperations for 2006 giving effect to the restated information, see‘‘Restatement of 2006 FinancialStatements’’ at Item 7.‘‘Management’s Discussion and Analysis ofFinancial Condition and Results of Operations’’ andNote 2 to our Financial Statements.

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

Part I— Item 1. Financial Statements

PartI — Item 2. Management’s Discussion and Analysis ofFinancial Condition and Results of Operations

Part I— Item 4. Controls and Procedures

In addition, we are alsoincluding currently dated Sarbanes Oxley Act Section 302 andSection 906 certifications of the Chief Executive Officer andChief Financial Officer that are attached to this Form 10-Q/A asExhibits 31.1, 31.2, and 32.1.

For the convenience of the reader,this Form 10-Q/A sets forth the entire Form 10-Q which was prepared andrelates to the Company as of March  31,  2006. However,this Form 10-Q/A only amends and restates the Items described above toreflect the effects of the restatement and no attempt has been made tomodify or update other disclosures presented in our March31,  2006 Form 10-Q. Accordingly, except for the foregoingamended information, this Form 10-Q/A continues to speak as ofMay  15,  2006 (the original filing date of theMarch  31,  2006 Form 10-Q), and does not reflect eventsoccurring after the filing of our March  31,  2006 Form10-Q and does not modify or update those disclosures affected bysubsequent events. Forward looking statements made in the 2006 Form10-Q 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-Q/A not affected bysuch current restatements is unchanged and reflects the disclosuresmade at the time of the original filing.

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|                                                                                                   |  |        |      |  |    |        |        |  |        |
|---------------------------------------------------------------------------------------------------|--|--------|------|--|----|--------|--------|--|--------|
|                                                                                              |  |        | Page |  |    |   |
| PARTI — FINANCIALINFORMATION                                                                |  |   |      |  |    |        |   |  |        |  |   |
| Item1. Financial Statements                                                                       |  |        |      |  | 3  |        |        |  |   |
| CondensedConsolidated Balance Sheets                                                              |  |        |      |  | 3  |        |        |  |   |
| CondensedConsolidated Statements ofOperations                                                     |  |        |      |  | 4  |        |        |  |   |
| Condensed ConsolidatedStatements of Cash Flows                                                    |  |        |      |  | 5  |        |        |  |   |
| Notes toCondensed Consolidated FinancialStatements                                                |  |        |      |  | 6  |        |        |  |   |
| Item 2. Management’sDiscussion and Analysis of Financial Condition and Results ofOperations |  |        |      |  | 14 |        |        |  |   |
| Item 3. Quantitative andQualitative Disclosures about MarketRisk                                  |  |        |      |  | 21 |        |        |  |   |
| Item 4. Controls andProcedures                                                                    |  |        |      |  | 21 |        |        |  |   |
| PARTII — OTHERINFORMATION                                                                   |  |   |      |  |    |        |   |  |        |  |   |
| Item1. Legal Proceedings                                                                          |  |        |      |  | 22 |        |        |  |   |
| Item 1A. RiskFactors                                                                              |  |        |      |  | 22 |        |        |  |   |
| Item 2. Unregistered Sales ofEquity Securities and Use ofProceeds                                 |  |        |      |  | 22 |        |        |  |   |
| Item 3. Defaults upon SeniorSecurities                                                            |  |        |      |  | 22 |        |        |  |   |
| Item 4. Submission of Mattersto a Vote of Security Holders                                        |  |        |      |  | 22 |        |        |  |   |
| Item 5.Other Information                                                                          |  |        |      |  | 22 |        |        |  |   |
| Item 6.Exhibits                                                                                   |  |        |      |  | 22 |        |        |  |   |
| SIGNATURES                                                                                        |  |        |      |  | 23 |        |        |  |   |
|                                                                                                   |

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PART I —FINANCIAL INFORMATION

Item 1.   FinancialStatements.

SERVICES ACQUISITION CORP.INTERNATIONAL AND SUBSIDIARY(a corporation in the developmentstage)

CONDENSED CONSOLIDATED BALANCESHEETS

|                                                                                                                                                                         |  |  |                          |   |             |                             |  |  |  |   |             |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--------------------------|---|-------------|-----------------------------|--|--|--|---|-------------|--|
|                                                                                                                                                                    |  |  | March 31, 2006 |   |             | December 31, 2005 |
|                                                                                                                                                                    |  |  | (unaudited,AsRestated)   |   |             | (AsRestated)                |
| ASSETS                                                                                                                                                                  |  |  |                          |   |        |                             |  |  |  |   |        |  |
| Currentassets                                                                                                                                                           |  |  |                          |   |        |                             |  |  |  |   |        |  |
| Cash                                                                                                                                                                    |  |  |                          | $ | 741,417     |                             |  |  |  | $ | 976,915     |  |
| Prepaidexpenses and otherassets                                                                                                                                         |  |  |                          |   | 55,126      |                             |  |  |  |   | 56,772      |  |
| Totalcurrentassets                                                                                                                                                      |  |  |                          |   | 796,543     |                             |  |  |  |   | 1,033,687   |  |
| Otherassets                                                                                                                                                             |  |  |                          |   |        |                             |  |  |  |   |        |  |
| Cash held intrust                                                                                                                                                       |  |  |                          |   | 129,066,348 |                             |  |  |  |   | 128,174,091 |  |
| Deferredtransactioncosts                                                                                                                                                |  |  |                          |   | 1,009,989   |                             |  |  |  |   |        |  |
| Totalassets                                                                                                                                                             |  |  |                          | $ | 130,872,880 |                             |  |  |  | $ | 129,207,778 |  |
| LIABILITIESAND STOCKHOLDERS’EQUITY                                                                                                                                |  |  |                          |   |        |                             |  |  |  |   |        |  |
| Currentliabilities                                                                                                                                                      |  |  |                          |   |        |                             |  |  |  |   |        |  |
| Accountspayable                                                                                                                                                         |  |  |                          | $ | 486,747     |                             |  |  |  | $ | 54,919      |  |
| Accruedexpenses                                                                                                                                                         |  |  |                          |   | 660,613     |                             |  |  |  |   | 114,933     |  |
| Derivativeliabilities                                                                                                                                                   |  |  |                          |   | 73,972,500  |                             |  |  |  |   | 13,987,103  |  |
| Totalcurrentliabilities                                                                                                                                                 |  |  |                          |   | 75,119,860  |                             |  |  |  |   | 14,156,955  |  |
| Commonstock, subject to possible redemption, 3,448,275 shares at redemptionvalue                                                                                        |  |  |                          |   | 25,241,373  |                             |  |  |  |   | 25,241,373  |  |
| Stockholders’equity                                                                                                                                               |  |  |                          |   |        |                             |  |  |  |   |        |  |
| Preferredstock, $.001 par value, authorized 1,000,000 shares; 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      |  |
| Paid-incapital in excess ofpar                                                                                                                                          |  |  |                          |   | 86,492,551  |                             |  |  |  |   | 86,492,551  |  |
| Equityaccumulated during the developmentstage                                                                                                                           |  |  |                          |   | (56,001,904 | )                           |  |  |  |   | 3,295,899   |  |
| Totalstockholders’equity                                                                                                                                          |  |  |                          |   | 30,511,647  |                             |  |  |  |   | 89,809,450  |  |
| Totalliabilities and stockholders’equity                                                                                                                          |  |  |                          | $ | 130,872,880 |                             |  |  |  | $ | 129,207,778 |  |
|                                                                                                                                                                         |

Seeaccompanying notes to financial statements.

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SERVICES ACQUISITION CORP.INTERNATIONAL AND SUBSIDIARY(a corporation in the developmentstage)

CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS

|                                    |  |  |                             |   |             |                                |  |  |                        |   |           |   |  |  |  |   |             |   |
|------------------------------------|--|--|-----------------------------|---|-------------|--------------------------------|--|--|------------------------|---|-----------|---|--|--|--|---|-------------|---|
|                               |  |  | Threemonths ended March 31, |   |             | From inceptionto March 31,2006 |
|                               |  |  | 2006                        |   |             | 2005                           |
|                               |  |  | (unaudited,AsRestated)      |   |             | (unaudited)                    |  |  | (unaudited,AsRestated) |
| Interestand dividendincome         |  |  |                             | $ | 900,786     |                                |  |  |                        | $ | —   |   |  |  |  | $ | 2,354,877   |   |
| Losson derivativeliabilities       |  |  |                             |   | (59,985,397 | )                              |  |  |                        |   |      |   |  |  |  |   | (57,860,777 | ) |
| Formationand operatingcosts        |  |  |                             |   | 173,812     |                                |  |  |                        |   | 966       |   |  |  |  |   | 370,426     |   |
| Interestexpense                    |  |  |                             |   |        |                                |  |  |                        |   |      |   |  |  |  |   | 1,265       |   |
| Lossbeforetaxes                    |  |  |                             |   | (59,258,423 | )                              |  |  |                        |   | (966      | ) |  |  |  |   | (55,877,591 | ) |
| Provisionfor incometaxes           |  |  |                             |   | 39,380      |                                |  |  |                        |   |      |   |  |  |  |   | 124,313     |   |
| Netloss                            |  |  |                             | $ | (59,297,803 | )                              |  |  |                        | $ | (966      | ) |  |  |  | $ | (56,001,904 | ) |
| Weightedaverage sharesoutstanding: |  |  |                             |   |        |                                |  |  |                        |   |      |   |  |  |  |   |        |   |
| Basic                              |  |  |                             |   | 21,000,000  |                                |  |  |                        |   | 3,214,247 |   |  |  |  |   | 13,940,973  |   |
| Diluted                            |  |  |                             |   | 21,000,000  |                                |  |  |                        |   | 3,214,247 |   |  |  |  |   | 13,940,973  |   |
| Netloss per share,basic            |  |  |                             | $ | (2.82       | )                              |  |  |                        | $ | (0.00     | ) |  |  |  | $ | (4.02       | ) |
| Netloss per share,diluted          |  |  |                             | $ | (2.82       | )                              |  |  |                        | $ | (0.00     | ) |  |  |  | $ | (4.02       | ) |
|                                    |

Seeaccompanying notes to financial statements.

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SERVICES ACQUISITION CORP.INTERNATIONAL AND SUBSIDIARY(a corporation in the developmentstage)

CONDENSED CONSOLIDATED STATEMENTS OFCASH FLOWS

|                                                                            |  |  |                             |   |             |                                |  |  |             |   |          |   |  |  |  |   |              |   |
|----------------------------------------------------------------------------|--|--|-----------------------------|---|-------------|--------------------------------|--|--|-------------|---|----------|---|--|--|--|---|--------------|---|
|                                                                       |  |  | Threemonths ended March 31, |   |             | From inceptionTo March 31,2006 |
|                                                                       |  |  | 2006                        |   |             | 2005                           |
|                                                                       |  |  | (unaudited,AsRestated)      |   |             | (unaudited)                    |  |  | (unaudited) |
| Cashflows from operating activities                                        |  |  |                             |   |        |                                |  |  |             |   |     |   |  |  |  |   |         |   |
| Net(loss)                                                                  |  |  |                             | $ | (59,297,803 | )                              |  |  |             | $ | (966     | ) |  |  |  | $ | (56,001,904  | ) |
| Increase(decrease) in cash attributable to change in Derivativeliabilities |  |  |                             |   | 59,985,397  |                                |  |  |             |   |     |   |  |  |  |   | 57,860,777   |   |
| Deferredtransactioncosts                                                   |  |  |                             |   | (1,009,989  | )                              |  |  |             |   |     |   |  |  |  |   | (1,009,989   | ) |
| Prepaidexpenses                                                            |  |  |                             |   | 1,646       |                                |  |  |             |   |     |   |  |  |  |   | (55,126      | ) |
| Accountspayable and accruedexpenses                                        |  |  |                             |   | 977,508     |                                |  |  |             |   | 750      |   |  |  |  |   | 1,147,360    |   |
| Netcash provided by (used in) operatingactivities                          |  |  |                             |   | 656,759     |                                |  |  |             |   | (216     | ) |  |  |  |   | 1,941,118    |   |
| Cashflows from financingactivities                                         |  |  |                             |   |        |                                |  |  |             |   |     |   |  |  |  |   |         |   |
| Proceedsfrom note payable,stockholders                                     |  |  |                             |   |        |                                |  |  |             |   | 90,000   |   |  |  |  |   | 160,000      |   |
| Paymentof note payable,stockholders                                        |  |  |                             |   |        |                                |  |  |             |   |     |   |  |  |  |   | (160,000     | ) |
| Proceedsfrom sale ofstock                                                  |  |  |                             |   |        |                                |  |  |             |   | 25,000   |   |  |  |  |   | 29,179       |   |
| Grossproceeds of publicoffering                                            |  |  |                             |   |        |                                |  |  |             |   |     |   |  |  |  |   | 120,000,000  |   |
| Paymentsof costs of publicoffering                                         |  |  |                             |   |        |                                |  |  |             |   | (100,817 | ) |  |  |  |   | (9,082,632   | ) |
| Grossproceeds of over-allotment optionoffering                             |  |  |                             |   |        |                                |  |  |             |   |     |   |  |  |  |   | 18,000,000   |   |
| Paymentsof costs of over-allotment optionoffering                          |  |  |                             |   |        |                                |  |  |             |   |     |   |  |  |  |   | (1,080,000   | ) |
| Proceedsfrom issuance ofoption                                             |  |  |                             |   |        |                                |  |  |             |   |     |   |  |  |  |   | 100          |   |
| Netcash provided by financingactivities                                    |  |  |                             |   | —     |                                |  |  |             |   | 14,183   |   |  |  |  |   | 127,866,647  |   |
| Netcash used in investing activity, cash held intrust                      |  |  |                             |   | (892,257    | )                              |  |  |             |   | —  |   |  |  |  |   | (129,066,348 | ) |
| Net(decrease) increase incash                                              |  |  |                             |   | (235,498    | )                              |  |  |             |   | 13,967   |   |  |  |  |   | 741,417      |   |
| Cash,beginning ofperiod                                                    |  |  |                             |   | 976,915     |                                |  |  |             |   | —  |   |  |  |  |   | —      |   |
| Cash,end ofperiod                                                          |  |  |                             | $ | 741,417     |                                |  |  |             | $ | 13,967   |   |  |  |  | $ | 741,417      |   |
|                                                                            |

Seeaccompanying notes to financialstatements.

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SERVICESACQUISITION CORP. INTERNATIONAL AND SUBSIDIARY

Notes toUnaudited Condensed Consolidated Financial Statements

Theunaudited condensed consolidated financial statements include theaccounts of Services Acquisition Corp. International and its whollyowned subsidiary, JJC Acquisition Company, collectively (the‘‘Company’’). The unaudited condensedconsolidated financial statements for the three months endedMarch 31, 2006 and 2005 included herein have been prepared inaccordance with the instructions for Form 10-Q under theSecurities Exchange Act of 1934, as amended, and Article 10 ofRegulation S-X under the Securities Act of 1933, as amended. Certaininformation and footnote disclosures normally included in financialstatements prepared in conformity with accounting principles generallyaccepted in the United States of America have been condensed or omittedpursuant to such rules and regulations relating to interimfinancial statements.

In the opinion of management, theaccompanying unaudited condensed consolidated financial statementscontain all material adjustments necessary to present fairly theCompany’s financial position as of March 31, 2006 and theresults of its operations for the three months ended March 31,2006 and 2005, respectively, and for the period from January 6,2005 (inception) to March 31, 2006 and cash flows for the threemonths ended March 31, 2006 and 2005, respectively, and for theperiod from January 6, 2005 (inception) to March 31,2006. The results of operations for the three months endedMarch 31, 2006 and 2005, and for the period fromJanuary 6, 2005 (inception) to March 31, 2006, areunaudited and are not necessarily indicative of the results to beexpected for the full year. The unaudited condensed consolidatedfinancial statements included herein should be read in conjunction withthe financial statements and related footnotes included in theCompany’s 2005Form 10-K/A.

|          |                                                                    |
|----------|--------------------------------------------------------------------|
| 1.  | Nature of operationsand summary of significant accounting policies |

TheCompany was incorporated in Delaware on January 6, 2005 as ablank check company whose objective is to acquire through a merger,capital stock exchange, asset acquisition or other similar businesscombination with an operating business. The Company selectedDecember 31 as its fiscal year end. On March 9, 2006,Services Acquisition Corp. International incorporated a wholly-ownedsubsidiary, JJ Acquisition Company.(‘‘JJC’’.) As of March 31,2006, there are no assets or liabilities and there was no activity forJJC.

The registration statement for the Company’sinitial public offering (the ‘‘Offering’’)was declared effective June 29, 2005. The Company consummatedthe offering on July 6, 2005 and received net proceeds ofapproximately $110,917,000 and executed the over-allotment optionoffering on July 7, 2005 and received net proceeds ofapproximately $16,920,000. The Company’s management has broaddiscretion with respect to the specific application of the net proceedsof the Offering, although substantially all of the net proceeds of thisOffering 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 withrecurring 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 Offering, an amount of$126,720,000 was placed in a trust account at JP Morgan Chase NY Bankmaintained by Continental Stock Transfer & Trust Company tobe invested until the earlier of (i) the consummation of theCompany’s first business combination or (ii) theliquidation of the Company. As of March 31, 2006, the balance inthe trust account is $129,066,348. The remaining proceeds are availableto the Company to pay for business, legal and accounting duediligence on prospective acquisitions and continuing general andadministrative expenses.

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The Company, after signing adefinitive agreement for the acquisition of a target business, willsubmit such transaction for stockholder approval. In the event thatstockholders owning 20% or more of the outstanding stockexcluding, for this purpose, those persons who were stockholders priorto the Offering, vote against the business combination, the businesscombination will not be consummated. All of the Company’sstockholders prior to the Offering, including all of the officers anddirectors of the Company (‘‘InitialStockholders’’), have agreed to vote their 3,750,000founding shares of common stock in accordance with the vote of themajority in interest of all other stockholders of the Company(‘‘Public Stockholders’’) with respect toany business combination. After consummation of the Company’sfirst business combination, none of these voting safeguards will 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 pro rata interest in the trust fund computed without regard tothe shares held by Initial Stockholders. As of March 31, 2006,the pro rata interest in the trust fund was $7.48 pershare.

The Company’s Certificate of Incorporationprovides for mandatory liquidation of the Company, without stockholderapproval, in the event that the Company does not consummate a businesscombination within 18 months from the date of the consummation of theOffering, or 24 months from the consummation of the Offering, ifcertain extension criteria have been satisfied. In the event ofliquidation, it is likely that the per share value of the residualassets remaining available for distribution (including trust fundassets) will be less than the offering price per share in theOffering.

The Company formed JJC Acquisition Company (awholly owned subsidiary), a California corporation, on March 9,2006 for the sole purpose of the acquisition of Jamba Juice Company, asdescribed in Note 3 below.

There is no assurance that theCompany will be successful to find and consummate a businesscombination. Therefore, there is a risk of substantial loss to thestockholders.

Accounting for Warrants and DerivativeInstruments

On July  6,  2005, the Companyconsummated 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.

TheCompany sold to the representative of the underwriter, for $100, anoption to purchase up to a total of 750,000 units. The units issuableupon exercise of this option are identical to those sold in the initialpublic offering, except that the warrants included in the option havean exercise price of $7.50 (125% of the exercise price of thewarrants included in the units sold in the offering). Thisoption is exercisable at $10.00 per unit commencing on the later of theconsummation of a business combination and June  27,  2006and expires on June  27, 2010. 

InSeptember  2000, the Emerging Issues Task Force issued EITF00-19, ‘‘Accounting for Derivative Financial InstrumentsIndexed to and Potentially Settled in, a Company's OwnStock,’’ (‘‘EITF 00-19’’) whichrequires freestanding contracts that are settled in a company'sown stock, including common stock warrants, to be designated as anequity instrument, asset or a liability. Under the provisions of EITF00-19, a contract designated as an asset or a liability must be carriedat fair value on a company’s balance sheet, with any changes infair value recorded in the company’s results of operations. Acontract designated as an equity instrument must be included withinequity, and no fair value adjustments are required from period toperiod. In accordance with EITF 00-19, the 17,250,000 

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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.

Fair values for exchange traded securities and derivativesare based on quoted market prices. Where market prices are not readilyavailable, 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 warrantsto purchase 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, paragraph11(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 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.

The pricing model the Company uses for determining fairvalues of the purchase option and the embedded derivative is the BlackScholes Pricing Model. Valuations derived from this model are subjectto ongoing internal and external verification and review. The modeluses market-sourced inputs such as interest rates, market prices andvolatilities. Selection of these inputs involves management’sjudgment and may impact net income.

In particular, theCompany uses volatility rates based upon a sample of comparablecompanies in its industry, special purpose acquisition corporations. Atthe time a company to be acquired has been identified and agreements toacquire are in place, the volatility rates will be based on comparablecompanies to the acquired company. The Company uses a risk-freeinterest rate, which is the rate on U. S. Treasury instruments, for asecurity with a maturity that approximates the estimated remainingcontractual life of the derivative. The volatility factor usedin Black Scholes has a significant effect on 

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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.

Income per CommonShare

Basic earnings-per-share is computed bydividing income available to common stockholders by theweighted-average number of common shares outstanding during the period.Diluted earnings per share is computed by dividing income available tocommon stockholders by the weighted-average number of common sharesoutstanding during the period, increased to include the number ofadditional common shares that would have been outstanding if thedilutive potential common shares had been issued, by application of thetreasury stock method. During the three months ended March 31, 2006,the dilutive potential common shares were not included in thecomputation of diluted loss per share, because the inclusion ofconvertible warrants would be anti-dilutive. The dilutive impact of4,884,014 shares and 2,260,622 shares from the 18,000,000 warrantsoutstanding with exercise prices ranging from $6.00 to $10.00 were notincluded in the computation of diluted loss per share and in the threemonths ended March 31, 2006 and the period from inception to March 31,2006, respectively since their inclusion would beantidilutive.

Use of Estimates

Thepreparation of financial statements in conformity with accountingprinciples generally accepted in the United States of America requiresmanagement to make estimates and assumptions that affect the reportedamounts of assets and liabilities at the date of the financialstatements and the reported amounts of expenses during the reportingperiod. Actual results could differ from thoseestimates.

Income Taxes

The Companycomplies with SFAS 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 basis of assets and liabilities that willresult in future taxable or deductible amounts, based on enacted taxlaws and 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.

Principles ofConsolidation

The consolidated financial statementsinclude the accounts of Services Acquisition Corp. International andits wholly owned subsidiary. All significant intercompany transactionsand balances have been eliminated inconsolidation.

|          |                                                                           |
|----------|---------------------------------------------------------------------------|
| 2.  | Restatement andreclassifications of previously issued financialstatements |

Summary of RestatementItems

In August, 2006, the Company concluded that itwas necessary to restate its financial results for the fiscal yearended December  31,  2005 and for the interim period endedMarch  31  2006 to reflect additional non-operating gainsand losses 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 

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Capital in connection with the initial publicoffering. The Company had previously classified the value of thesewarrants to purchase common stock, when applicable, as equity. Afterfurther review, the Company has determined that these instrumentsshould have been classified as derivative liabilities and therefore,the fair value of each instrument must be recorded as derivativeliabilities on the Company's balance sheet. Changes in the fairvalues of these instruments will result in adjustments to the amount ofthe recorded derivative liabilities and the corresponding gain or losswill be recorded in the Company’s statement of operations. Atthe date of the conversion of each respective instrument or portionthereof (or exercise of the options or warrants or portionthereof, as the case may be), the corresponding derivative liabilitywill be reclassified as equity.

The accompanyingfinancial statements for the three months ended March  31,2006 have been restated to effect the changes described above. Theimpact of the adjustments related to the classification of andaccounting for the warrants for the period from inception toMarch  31,  2006 and for the three months endedMarch  31,  2006 are summarizedbelow: 

Statement ofOperations

|                                           |  |  |                                                            |   |            |            |  |  |            |   |             |   |  |  |  |   |             |   |
|-------------------------------------------|--|--|------------------------------------------------------------|---|------------|------------|--|--|------------|---|-------------|---|--|--|--|---|-------------|---|
|                                      |  |  | Forthe Period January 6, 2005 (inception) to March 31,2006 |
|                                      |  |  | AsPreviouslyReported                                       |   |            | Adjustment |  |  | AsRestated |
| Interest anddividendincome                |  |  |                                                            | $ | 2,354,877  |            |  |  |            | $ | —     |   |  |  |  | $ | 2,354,877   |   |
| Losson derivativeliabilities              |  |  |                                                            |   |       |            |  |  |            |   | 57,860,777  |   |  |  |  |   | 57,860,777  |   |
| Formationand operatingcost                |  |  |                                                            |   | 370,426    |            |  |  |            |   |        |   |  |  |  |   | 370,426     |   |
| Interestexpense                           |  |  |                                                            |   | 1,265      |            |  |  |            |   |        |   |  |  |  |   | 1,265       |   |
| Income(loss) before incometaxes           |  |  |                                                            |   | 1,983,186  |            |  |  |            |   | (57,860,777 | ) |  |  |  |   | (55,877,591 | ) |
| Provisionfor incometaxes                  |  |  |                                                            |   | 124,313    |            |  |  |            |   |        |   |  |  |  |   | 124,313     |   |
| Netincome(loss)                           |  |  |                                                            | $ | 1,858,873  |            |  |  |            | $ | (57,860,777 | ) |  |  |  | $ | (56,001,904 | ) |
| Basicearnings (loss) pershare             |  |  |                                                            | $ | 0.13       |            |  |  |            | $ | (4.15       | ) |  |  |  | $ | (4.02       | ) |
| Dilutedearnings (loss) pershare           |  |  |                                                            | $ | 0.12       |            |  |  |            | $ | (4.14       | ) |  |  |  | $ | (4.02       | ) |
| Basicweighted average sharesoutstanding   |  |  |                                                            |   | 13,940,973 |            |  |  |            |   |        |   |  |  |  |   | 13,940,973  |   |
| Dilutedweighted average sharesoutstanding |  |  |                                                            |   | 16,086,105 |            |  |  |            |   | (2,145,132  | ) |  |  |  |   | 13,940,973  |   |
|                                           |

|                                           |  |  |                                         |   |            |            |  |  |            |   |             |   |  |  |  |   |             |   |
|-------------------------------------------|--|--|-----------------------------------------|---|------------|------------|--|--|------------|---|-------------|---|--|--|--|---|-------------|---|
|                                      |  |  | Forthe three months ended March 31,2006 |
|                                      |  |  | AsPreviouslyReported                    |   |            | Adjustment |  |  | AsRestated |
| Interest anddividendincome                |  |  |                                         | $ | 900,786    |            |  |  |            | $ | —     |   |  |  |  | $ | 900,786     |   |
| Losson derivativeliabilities              |  |  |                                         |   | —    |            |  |  |            |   | 59,985,397  |   |  |  |  |   | 59,985,397  |   |
| Formationand operatingcost                |  |  |                                         |   | 173,812    |            |  |  |            |   | —     |   |  |  |  |   | 173,812     |   |
| Interestexpense                           |  |  |                                         |   | —    |            |  |  |            |   | —     |   |  |  |  |   | —     |   |
| Income(loss) before incometaxes           |  |  |                                         |   | 726,974    |            |  |  |            |   | (59,985,397 | ) |  |  |  |   | (59,258,423 | ) |
| Provisionfor incometaxes                  |  |  |                                         |   | 39,380     |            |  |  |            |   |        |   |  |  |  |   | 39,380      |   |
| Netincome(loss)                           |  |  |                                         | $ | 687,594    |            |  |  |            | $ | (59,985,397 | ) |  |  |  | $ | (59,297,803 | ) |
| Basicearnings (loss) pershare             |  |  |                                         | $ | 0.03       |            |  |  |            | $ | (2.85       | ) |  |  |  | $ | (2.82       | ) |
| Dilutedearnings (loss) pershare           |  |  |                                         | $ | 0.03       |            |  |  |            | $ | (2.85       | ) |  |  |  | $ | (2.82       | ) |
| Basicweighted average sharesoutstanding   |  |  |                                         |   | 21,000,000 |            |  |  |            |   | —     |   |  |  |  |   | 21,000,000  |   |
| Dilutedweighted average sharesoutstanding |  |  |                                         |   | 24,884,014 |            |  |  |            |   | (3,884,014  | ) |  |  |  |   | 21,000,000  |   |
|                                           |

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Balance SheetImpact

The following table sets forth the effects ofthe restatement adjustments on the Company’s consolidatedbalance sheet as of March  31,  2006:

|                                                                                                                                                                        |  |  |                      |   |             |            |  |  |              |   |                                                                                                                  |   |  |  |  |   |             |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|----------------------|---|-------------|------------|--|--|--------------|---|------------------------------------------------------------------------------------------------------------------|---|--|--|--|---|-------------|---|
|                                                                                                                                                                   |  |  | March31,2006         |   |             |       |  |  | March31,2006 |
|                                                                                                                                                                   |  |  | AsPreviouslyReported |   |             | Adjustment |  |  | (AsRestated) |
| ASSETS                                                                                                                                                                 |  |  |                 |   |             |       |  |  |         |
| Currentassets                                                                                                                                                          |  |  |                      |   |        |            |  |  |              |   |                                                                                                             |   |  |  |  |   |        |   |
| Cash                                                                                                                                                              |  |  |                      | $ | 741,417     |            |  |  |              | $ | —                                                                                                          |   |  |  |  | $ | 741,417     |   |
| Prepaidexpenses                                                                                                                                                        |  |  |                      |   | 55,126      |            |  |  |              |   |                                                                                                             |   |  |  |  |   | 55,126      |   |
| Totalcurrentassets                                                                                                                                                     |  |  |                      |   | 796,543     |            |  |  |              |   | —                                                                                                          |   |  |  |  |   | 796,543     |   |
| Otherassets                                                                                                                                                            |  |  |                      |   |        |            |  |  |              |   |                                                                                                             |   |  |  |  |   |        |   |
| Cash held intrust                                                                                                                                                      |  |  |                      |   | 129,066,348 |            |  |  |              |   |                    |   |  |  |  |   | 129,066,348 |   |
| Deferredtransaction costs                                                                                                                                              |  |  |                      |   | 1,009,989   |            |  |  |              |   | —                                                                                                          |   |  |  |  |   | 1,009,989   |   |
| Totalassets                                                                                                                                                            |  |  |                      | $ | 130,872,880 |            |  |  |              | $ | —                                                                                                          |   |  |  |  | $ | 130,872,880 |   |
| LIABILITIESAND STOCKHOLDERS' EQUITY                                                                                                                                    |  |  |                      |   |        |            |  |  |              |   |                                                                                                             |   |  |  |  |   |        |   |
| Currentliabilities                                                                                                                                                     |  |  |                      |   |        |            |  |  |              |   |                                                                                                             |   |  |  |  |   |        |   |
| Accountspayable                                                                                                                                                        |  |  |                      | $ | 486,747     |            |  |  |              | $ | —                                                                                                          |   |  |  |  | $ | 486,747     |   |
| Accruedexpenses                                                                                                                                                        |  |  |                      |   | 660,613     |            |  |  |              |   |                                                                                                             |   |  |  |  |   | 660,613     |   |
| Derivativeliabilities                                                                                                                                                  |  |  |                      |   | —     |            |  |  |              |   | 73,972,500                                                                                                       |   |  |  |  |   | 73,972,500  |   |
| Totalcurrentliabilities                                                                                                                                                |  |  |                      |   | 1,147,360   |            |  |  |              |   | 73,972,500                                                                                                       |   |  |  |  |   | 75,119,860  |   |
| 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                                                                                                                          |  |  |                      |   | 1,858,873   |            |  |  |              |   | (57,860.777                                                                                                      | ) |  |  |  |   | (56,001,904 | ) |
| Totalstockholders'equity                                                                                                                                               |  |  |                      |   | 104,484,147 |            |  |  |              |   | (73,972,500                                                                                                      | ) |  |  |  |   | 30,511,647  |   |
| Totalliabilities and stockholders'equity                                                                                                                               |  |  |                      | $ | 130,872,880 |            |  |  |              | $ | —                                                                                                          |   |  |  |  | $ | 130,872,880 |   |
|                                                                                                                                                                        |

|          |                              |
|----------|------------------------------|
| 3.  | Commitmentsand contingencies |

The Company agreed to pay up to $7,500a 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 commenced onJuly 6, 2005.

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 offered by the Company in the Offeringexcept 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 business

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combination and one year from the date of theOffering and expiring five years from the date of theOffering. The option may not be sold, transferred, assigned,pledged or hypothecated for a one-year period following the date of theS-1 filing, or not before June 27, 2006. However, the option maybe transferred to any underwriter and selected dealer participating inthe Offering and their bona fide officers or partners.

TheCompany engaged Broadband Capital Management LLC to act as therepresentative of the underwriters, on a non-exclusive basis, as ouragent for the solicitation of the exercise of the warrants. To theextent not inconsistent with the guidelines of the NASD and therules and regulations of the Securities and Exchange Commission,the Company has agreed to pay the representative for bona fide servicesrendered a commission equal to 5% of the exercise price for eachwarrant exercised after June 29, 2006 if the exercise wassolicited by the underwriters. In addition to soliciting, either orallyor 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 warrantsif:

|              |                                                                                           |
|--------------|-------------------------------------------------------------------------------------------|
| •  | the market price of the underlyingshares of common stock is lower than the exerciseprice; |

|              |                                                                                                     |
|--------------|-----------------------------------------------------------------------------------------------------|
| •  | the holder of the warrants has notconfirmed in writing that the underwriters solicited theexercise; |

|              |                                              |
|--------------|----------------------------------------------|
| •  | warrants are held in adiscretionary account; |

|              |                                                            |
|--------------|------------------------------------------------------------|
| •  | the warrants areexercised in an unsolicited transaction;or |

|              |                                                                                                                             |
|--------------|-----------------------------------------------------------------------------------------------------------------------------|
| •  | the arrangement to pay the commissionis not disclosed in the prospectus provided to warrant holders at thetime of exercise. |

|          |                     |
|----------|---------------------|
| 4.  | ProposedAcquisition |

On March 10, 2006, the Company enteredinto an Agreement and Plan of Merger (‘‘MergerAgreement’’) with JJC Acquisition Company(‘‘JJC’’), a wholly-owned Californiacorporate subsidiary of Company, 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 Company. Following completion of the merger,it is anticipated that Company will change its name toJamba, Inc. Because the Company will have no other operatingbusiness following the merger, Jamba Juice will effectively become apublic company at the conclusion of the merger. Jamba Juice isheadquartered in San Francisco, California. Jamba Juice as ofApril 4, 2006 has 325 company owned locations and 213 franchiselocations operating in 24 states, the District of Columbia and theBahamas.

The Merger Agreement provides that at the closingof the merger, the Jamba Juice stockholders, subject to certainholdbacks and less (i) $16,000,000 for the assumption by theCompany of Jamba Juice’s line of credit and (ii) allthird-party and expenses incurred by Jamba Juice in connection with themerger, including without limitation, all legal, accounting, financialadvisory, consulting and all other fees and expenses of third partiesincurred by Jamba Juice in connection with the negotiation andcompletion of the Merger Agreement and the transactions contemplatedthereby, will be paid an aggregate of $265,000,000, 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 theCompany, as further described below. A portion of the purchase pricewill be funded with cash currently being held in the trust fundestablished in connection with the Company’s initial publicoffering and the balance of the purchase price will be funded from theproceeds of a private placement financing, as discussed herein, that isexpected to be completed simultaneously with the merger with JambaJuice.

Also, as part of a private placement financing, onMarch 10, 2006 and March 15, 2006, Company entered intoSecurities Purchase Agreements and Registration Rights Agreements, withprospective 

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investors (including certain current JambaJuice stockholders and board members) that collectively provide for theissuance, simultaneously with the closing of the merger, ofapproximately 30.9  million shares of the Company common stock,at a per share purchase price of $7.50, resulting in aggregate grossproceeds to the Company of approximately $231.6  million, whichfunds will be used to fund the merger consideration as well asadditional working and expansion capital.

If theacquisition falls through, the $1,009,989 of deferred transactioncosts, classified on the balance sheet as other assets, will beimmediatelyexpensed.

|          |           |
|----------|-----------|
| 5.  | Liquidity |

TheCompany’s current cash position is approximately $741,000. TheCompany has at this point outstanding payables, accrued expenses andliabilities of approximately $1.1  million. The Company’sshort term liabilities exceed our available cash position byapproximately $406,000.

In the event the businesscombination is not consummated within the agreed upon time period, theCompany does not believe it will have sufficient available fundsoutside of the trust fund to operate through July 6, 2007. TheCompany has incurred approximately $1.0  million in expenses forlegal, accounting and other expenses attendant to the due diligenceinvestigations, structuring and negotiating of the businesscombination. The Company believes that it will likely be forced toliquidate should the business combination with Jamba Juice not beconsummated.

|          |                |
|----------|----------------|
| 6.  | PreferredStock |

The Company is authorized to issue 1,000,000 sharesof preferred stock with such designations, voting and other rights andpreferences, as may be determined from time to time by the Board ofDirectors.

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Item 2.    Management’s Discussion and Analysis of Financial Condition andResults of Operations.

The Private Securities LitigationReform Act of 1995 (the Reform Act) provides a safe harbor forforward-looking statements made by or on behalf of the Company. We andour representatives may, from time to time, make written or verbalforward-looking statements, including statements contained in ourfilings with the Securities and Exchange Commission and in its reportsto stockholders. Generally, the inclusion of the words‘‘believe,’’‘‘expect,’’‘‘intend,’’‘‘estimate,’’‘‘anticipate,’’‘‘will,’’ and similar expressions identifystatements that constitute ‘‘forward-lookingstatements’’ within the meaning of Section 27A ofthe Securities Act of 1933 and Section 21E of the SecuritiesExchange Act of 1934 and that are intended to come within the safeharbor protection provided by those sections. All statements addressingoperating performance, events, or developments that we expect oranticipate will occur in the future, including statements relating toearnings or earnings per share growth, as well as statements expressingoptimism or pessimism about future operating results, areforward-looking statements within the meaning of the ReformAct.

The forward-looking statements are and will be basedupon our management’s then-current views and assumptionsregarding future events and operating performance, and are applicableonly as of the dates of such statements. We undertake no obligation toupdate or revise any forward-looking statements, whether as a result ofnew information, future events, or otherwise.

By theirnature, all forward-looking statements involve risks and uncertainties.Actual results, expenses, cash flows, financial condition, and netincome, as well as factors such as our capability in identifying atarget business and be able to consummate the merger transaction maydiffer materially from those contemplated by the forward-lookingstatements or those currently being experienced by the Company for anumber of reasons.

We were formed on January 6,2005, to serve as a vehicle to effect a merger, capital stock exchange,asset acquisition or other similar business combination with anoperating business that provides services. Our initial businesscombination must be with a target business or businesses whose fairmarket value is at least equal to 80% of net assets at the timeof such acquisition. We intend to utilize cash derived from theproceeds of our public offering, our capital stock, debt or acombination of cash, capital stock and debt, in effecting a businesscombination.

Since our initial public offering, we havebeen actively engaged in sourcing a suitable business combinationcandidate. We have met with target companies, service professionals andother intermediaries to discuss with them our company, the backgroundof our management and our combination preferences. In the course ofthese discussions, we have also spent time explaining the capitalstructure of the initial public offering, the combination approvalprocess, and the timeline under which we are operating before theproceeds of the offering are returned toinvestors.

Consistent with the disclosures in ourprospectus, we have focused our search on companies in BusinessServices, Healthcare Services, and Consumer Services. Of thesecategories, Business Services and Healthcare Services have representedthe majority of the targets we are exploring, with more limitedcommunication with Consumer Service companies. Overall, we would gaugethe environment for target companies to be competitive and we believethat private equity firms and strategic buyers represent our biggestcompetition.  Our management believes that many of thefundamental drivers of alternative investment vehicles like our companyare becoming more accepted by investors and potential businesscombination targets; these include a difficult IPO environment, acash-rich investment community looking for differentiated opportunitiesfor incremental yield, and business owners seeking new ways to maximizetheir shareholder value while remaining invested in the business.However, there can be no assurance that we will find and close asuitable business combination in the allotted time.

Developmentsin Finding a Suitable Business Target

On March 10,2006, the Company entered into an Agreement and Plan of Merger(‘‘Merger Agreement’’) with JJC AcquisitionCompany (‘‘JJC’’), a wholly-ownedCalifornia corporate subsidiary of Company, and Jamba Juice Company, aCalifornia corporation (‘‘Jamba Juice’’),pursuant to which 

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JJC will merge into Jamba Juice and JambaJuice will become a wholly-owned subsidiary of Company. Followingcompletion of the merger, it is anticipated that Company will changeits name to Jamba, Inc. Because the Company will have no otheroperating business following the merger, Jamba Juice will effectivelybecome a public company at the conclusion of the merger. Jamba Juice isheadquartered in San Francisco, California. Jamba Juice as ofApril 4, 2006 has 325 company owned locations and 213 franchiselocations operating in 24 states, the District of Columbia and theBahamas.

The Merger Agreement provides that at the closingof the merger, the Jamba Juice stockholders, subject to certainholdbacks and less (i) $16,000,000 for the assumption by theCompany of Jamba Juice’s line of credit and (ii) allthird-party and expenses incurred by Jamba Juice in connection with themerger, including without limitation, all legal, accounting, financialadvisory, consulting and all other fees and expenses of third partiesincurred by Jamba Juice in connection with the negotiation andcompletion of the Merger Agreement and the transactions contemplatedthereby, will be paid an aggregate of $265,000,000, 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 theCompany, as further described below. A portion of the purchase pricewill be funded with cash currently being held in the trust fundestablished in connection with the Company’s initial publicoffering and the balance of the purchase price will be funded from theproceeds of a private placement financing, as discussed herein, that isexpected to be completed simultaneously with the merger with JambaJuice.

The Merger Agreement contains representations andwarranties of each of the Company and Jamba Juice, as applicable,relating to, among other things, (a) proper corporateorganization and similar corporate matters, (b) capitalization,(c) the authorization, performance and enforceability of theMerger Agreement, (d) licenses and permits, (e) taxes,(f) absence of undisclosed liabilities, (g) holding ofleases and ownership of other properties, (h) materialcontracts, (i) title and condition of assets, (j) absenceof certain changes, (k) employee and employee benefits matters,(l) compliance with applicable laws, (m) absence oflitigation, (n) environmental matters, (o) franchisematters and (p) insurance.

The Company and JambaJuice have each agreed to continue to operate their respectivebusinesses in the ordinary course prior to the closing of the mergerand additional material covenants include that (i) each partyshall obtain all necessary approvals, including stockholder andgovernmental approvals; (ii) each party shall protectconfidential information and maintain the confidentiality of theother’s proprietary information; and (iii) untiltermination of the Merger Agreement (except as discussed below), not tosolicit or accept an alternative Acquisition Proposal, as such term isdefined in the Merger Agreement.

The Merger Agreement alsoprovides that if Jamba Juice terminates the Merger Agreement eitherbecause the board of directors of Jamba Juice recommends a superiorAcquisition Proposal (as such term is defined in the Merger Agreement),the stockholders of Jamba Juice vote against the merger or thestockholders of Jamba Juice do not approve the merger byApril 30, 2006, and within six months after the date of suchtermination, Jamba Juice either enters into a definitive agreement toconsummate, or consummates any of the following transactions (whetherin a single transaction or series of transactions) (i) a sale byJamba Juice of all or substantially all of its assets or (ii) asale of stock, merger, reorganization or other transaction that resultsin transfer of ownership of more than fifty percent of the capitalstock of Jamba Juice outstanding on the date of termination of themerger agreement, then Jamba Juice shall promptly pay to the Company afee in the amount of $10,000,000.

At the effective time ofthe merger, Jamba Juice’s obligations with respect to eachoutstanding unvested option, unexercised vested option and unexercisedwarrant (if amended in a manner reasonably acceptable to the Company)will be assumed by the Company, and the Company shall thereafter beobligated to issue Company common stock upon the exercise thereof. EachJamba Juice option assumed by the Company shall be re-issued so thatthe option holder will retain the same as percentage discount theholder has compared to the Company’s shares fair value at thetime of 

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closing, considering exercise price of theoption and the fair value of Jamba Juice’s shares at $6.03 pershare. Furthermore, the total bargain purchase element will remain thesame by adjusting the number of options the holder willreceive.

The Merger Agreement provides for indemnificationof the Company with an escrow arrangement. As the sole remedy for JambaJuice’s indemnity obligations set forth in the Merger Agreement,at the closing the parties shall deposit $19,875,000 in cash, otherwisepayable to Jamba Juice’s stockholders, to be held during theperiod ending one year from the closing, all in accordance with theterms and conditions of an escrow agreement to be entered into at theclosing between the Company, a representative of the Jamba Juicestockholders (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 theclosing.

The obligations of the Company to consummate themerger are subject to closing conditions, including: (i) theCompany stockholders shall have approved the transactions contemplatedby the merger agreement and holders of not more than twentypercent (20%) of Company’s shares issued in theCompany’s initial public offering and outstanding immediatelybefore the closing shall have exercised their rights to convert theirshares into a pro rata share of the trust fund rather than approve themerger; (ii) certain of the officers of Jamba Juice shall haveentered into employment agreements; (iii) the Jamba Juicestockholders shall have approved the transactions contemplated by theMerger Agreement; (iv) on or before April 30, 2006, allJamba Juice warrants shall have either been amended in a mannerreasonably acceptable to the Company or exercised (subject to theoccurrence of the closing); (v) holders of no more than fivepercent (5%) of the shares of any class of securities of JambaJuice outstanding immediately before the closing shall have takenaction to exercise their appraisal rights pursuant toSection 1301 of the California General Corporations Law;(vi) no governmental entity shall have enacted, issued,promulgated, enforced or entered any statute, rule, regulation,executive order, decree, injunction or other order (whether temporary,preliminary or permanent) which has the effect of making the mergerillegal or otherwise prohibiting consummation of the mergersubstantially on the terms contemplated by the merger agreement; and(vii) the absence of any action, suit or proceeding challengingor preventing the merger.

The obligations of Jamba Juiceto consummate the merger is subject to closing conditions similar tothose of the Company, including conditions that in Company’scommon stock will be listed for trading on the AMEX or similar exchangeand there will be no action or proceeding pending or threatened againstthe Company to prohibit or terminate the listing of the Company commonstock on the AMEX.

The Merger Agreement may be terminatedat any time prior to the closing, as follows: (i) by mutualwritten consent of the Company and Jamba Juice; (ii) by eitherCompany 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 the Company or JambaJuice, if, at the Company special meeting, (including any adjournmentsthereof), the Merger Agreement and the transactions contemplatedthereby shall fail to be approved and adopted by the affirmative voteof the holders of the Company common stock, or the holders of20% or more of the number of shares of Company common stockissued in Company’s initial public offering and outstanding asof the record date exercise their rights to convert the shares of theCompany common stock held by them into cash in accordance withCompany’s certificate of incorporation; (iv) by eitherthe Company or Jamba Juice if the closing has not occurred byAugust 15, 2006; or (v) subject to a 30-day cure period,by either Company or Jamba Juice if the other party has breached any ofits covenants or representations and warranties in any materialrespect.

Also, as part of a private placement financing,on March 10, 2006 and March 15, 2006, Company enteredinto Securities Purchase Agreements and Registration Rights Agreements,with prospective 

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investors (including certain current JambaJuice stockholders and board members) that collectively provide for theissuance, simultaneously with the closing of the merger, ofapproximately 30.9  million shares of the Company common stock,at a per share purchase price of $7.50, resulting in aggregate grossproceeds to the Company of approximately $231.6  million, whichfunds will be used to fund the merger consideration as well asadditional working and expansion capital.

In connectionwith the private placement financing, the Company also granted theinvestors certain registration rights described below. Shareholderapproval for the issuance of the shares of common stock and for theinsider participation in the private placement financing is requiredpursuant to the rules of the American Stock Exchange and suchapproval will be sought simultaneously with the shareholder approvalfor the merger.

Pursuant to the Registration RightsAgreements, the Company 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 the Company. In the event thefinancing is completed, if the Company does not timely file theregistration statement (the later of 30 days following the closing ofthe financing or July 7, 2006), or have it declared effective ina timely manner (within 90 days, unless not reviewed by the Securitiesand Exchange Commission, of filing of the registration statement), thenthe Company may be subject to a penalty (an amount equal to 0.5%of the financing amount payable in cash to the investors for every 30days such delinquencies are not cured). The Company may also be subjectto the same penalty if the registration statement, once effective,ceases to be usable for a period oftime.

Restatement of FinancialStatements

We have restated our annual financial statementsfor the year ended December 31, 2005 to and for the interimperiod ended 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 purchaseunits consisting of one share and one warrant to purchase oneadditional share, issued to Broadband Capital in connection with theinitial public offering. The Company had previously classified thevalue of these warrants to purchase common stock, when applicable, asequity. After further review, the Company has determined that theseinstruments should have been classified as derivative liabilities andtherefore, the fair value of each instrument must be recorded as aderivative liability on the Company's balance sheet. Changes inthe fair values of these instruments will result in adjustments to theamount of the recorded derivative liabilities and the correspondinggain or loss will be recorded in the Company’s statement ofoperations. At the date of the conversion of each respective instrumentor portion thereof (or exercise of the options or warrants orportion thereof, as the case may be), the corresponding derivativeliability will be reclassified as equity.

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The accompanying financialstatements for the year ended December  31,  2005 and threemonths ended March  31,  2006 have been restated to effectthe changes described above. The impact of the adjustments related tothe classification of and accounting for the warrants for the periodfrom inception to March  31,  2006 and the three monthsended March  31,  2006 are summarized below. SeeNote 2 to our 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 March 31,2006 |
|                                      |  |  | AsPreviouslyReported                                       |   |            | Adjustment |  |  | AsRestated |
| Interestincome                            |  |  |                                                            | $ | 2,354,877  |            |  |  |            | $ | —     |   |  |  |  | $ | 2,354,877   |   |
| Losson derivativeliabilities              |  |  |                                                            |   |       |            |  |  |            |   | (57,860,777 | ) |  |  |  |   | (57,860,777 | ) |
| Formationand operatingcost                |  |  |                                                            |   | 370,426    |            |  |  |            |   |        |   |  |  |  |   | 370,426     |   |
| Interestexpense                           |  |  |                                                            |   | 1,265      |            |  |  |            |   |        |   |  |  |  |   | 1,265       |   |
| Income(loss) before incometaxes           |  |  |                                                            |   | 1,983,186  |            |  |  |            |   | (57,860,777 | ) |  |  |  |   | (55,877,591 | ) |
| Provisionfor incometaxes                  |  |  |                                                            |   | 124,313    |            |  |  |            |   |        |   |  |  |  |   | 124,313     |   |
| NetIncome(loss)                           |  |  |                                                            | $ | 1,858,873  |            |  |  |            | $ | (57,860,777 | ) |  |  |  | $ | (56,001,904 | ) |
| Basicearnings (loss) pershare             |  |  |                                                            | $ | 0.13       |            |  |  |            | $ | (4.15       | ) |  |  |  | $ | (4.02       | ) |
| Dilutedearnings (loss) pershare           |  |  |                                                            | $ | 0.12       |            |  |  |            | $ | (4.14       | ) |  |  |  | $ | (4.02       | ) |
| Basicweighted average sharesoutstanding   |  |  |                                                            |   | 13,940,973 |            |  |  |            |   |        |   |  |  |  |   | 13,940,973  |   |
| Dilutedweighted average sharesoutstanding |  |  |                                                            |   | 16,086,105 |            |  |  |            |   | (2,145,132  | ) |  |  |  |   | 13,940,973  |   |
|                                           |

|                                           |  |  |                                         |   |            |            |  |  |            |   |             |   |  |  |  |   |             |   |
|-------------------------------------------|--|--|-----------------------------------------|---|------------|------------|--|--|------------|---|-------------|---|--|--|--|---|-------------|---|
|                                      |  |  | Forthe three months ended March 31,2006 |
|                                      |  |  | AsPreviouslyReported                    |   |            | Adjustment |  |  | AsRestated |
| Interestincome                            |  |  |                                         | $ | 900,786    |            |  |  |            | $ | —     |   |  |  |  | $ | 900,786     |   |
| Losson derivativeliabilities              |  |  |                                         |   |       |            |  |  |            |   | (59,985,397 | ) |  |  |  |   | (59,985,397 | ) |
| Formationand operatingcost                |  |  |                                         |   | 173,812    |            |  |  |            |   |        |   |  |  |  |   | 173,812     |   |
| Income(loss) before incometaxes           |  |  |                                         |   | 726,974    |            |  |  |            |   | (59,985,397 | ) |  |  |  |   | (59,258,423 | ) |
| Provisionfor incometaxes                  |  |  |                                         |   | 39,380     |            |  |  |            |   |        |   |  |  |  |   | 39,380      |   |
| Netincome(loss)                           |  |  |                                         | $ | 687,594    |            |  |  |            | $ | (59,985,397 | ) |  |  |  | $ | (59,297,803 | ) |
| Basicearnings (loss) pershare             |  |  |                                         | $ | 0.03       |            |  |  |            | $ | (2.85       | ) |  |  |  | $ | (2.82       | ) |
| Dilutedearnings (loss) pershare           |  |  |                                         | $ | 0.03       |            |  |  |            | $ | (2.85       | ) |  |  |  | $ | (2.82       | ) |
| Basicweighted average sharesoutstanding   |  |  |                                         |   | 21,000,000 |            |  |  |            |   | —     |   |  |  |  |   | 21,000,000  |   |
| Dilutedweighted average sharesoutstanding |  |  |                                         |   | 24,884,014 |            |  |  |            |   | (3,884,014  | ) |  |  |  |   | 21,000,000  |   |
|                                           |

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Balance SheetImpact

The following table sets forth the effects ofthe restatement adjustments on the Company’s consolidatedbalance sheet as of March  31,  2006:

|                                                                                                                                                                        |  |  |                      |   |             |            |  |  |              |   |                                                                                                         |   |  |  |  |   |             |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|----------------------|---|-------------|------------|--|--|--------------|---|---------------------------------------------------------------------------------------------------------|---|--|--|--|---|-------------|---|
|                                                                                                                                                                   |  |  | March31,2006         |   |             |       |  |  | March31,2006 |
|                                                                                                                                                                   |  |  | AsPreviouslyReported |   |             | Adjustment |  |  | (AsRestated) |
| ASSETS                                                                                                                                                                 |  |  |                      |   |        |            |  |  |              |   |                                                                                                    |   |  |  |  |   |        |   |
| Currentassets                                                                                                                                                          |  |  |                      |   |        |            |  |  |              |   |                                                                                                    |   |  |  |  |   |        |   |
| Cash                                                                                                                                                              |  |  |                      | $ | 741,417     |            |  |  |              | $ |                 — |   |  |  |  | $ | 741,417     |   |
| Prepaidexpenses                                                                                                                                                        |  |  |                      |   | 55,126      |            |  |  |              |   |                                                                                                    |   |  |  |  |   | 55,126      |   |
| Totalcurrentassets                                                                                                                                                     |  |  |                      |   | 796,543     |            |  |  |              |   | —                                                                                                 |   |  |  |  |   | 796,543     |   |
| Otherassets                                                                                                                                                            |  |  |                      |   |        |            |  |  |              |   |                                                                                                    |   |  |  |  |   |        |   |
| Cash held intrust                                                                                                                                                      |  |  |                      |   | 129,066,348 |            |  |  |              |   |                    |   |  |  |  |   | 129,066,348 |   |
| Deferredtransaction costs                                                                                                                                              |  |  |                      |   | 1,009,988   |            |  |  |              |   | —                                                                                                 |   |  |  |  |   | 1,009,988   |   |
| Totalassets                                                                                                                                                            |  |  |                      | $ | 130,872,880 |            |  |  |              | $ | —                                                                                                 |   |  |  |  | $ | 130,872,880 |   |
| LIABILITIESAND STOCKHOLDERS'EQUITY                                                                                                                                     |  |  |                      |   |        |            |  |  |              |   |                                                                                                    |   |  |  |  |   |        |   |
| Currentliabilities                                                                                                                                                     |  |  |                      |   |        |            |  |  |              |   |                                                                                                    |   |  |  |  |   |        |   |
| Accountspayable                                                                                                                                                        |  |  |                      | $ | 486,747     |            |  |  |              | $ | —                                                                                                 |   |  |  |  | $ | 486,747     |   |
| Accruedexpenses                                                                                                                                                        |  |  |                      |   | 660,613     |            |  |  |              |   | —                                                                                                 |   |  |  |  |   | 660,613     |   |
| Derivativeliabilities                                                                                                                                                  |  |  |                      |   | —     |            |  |  |              |   | 73,972,500                                                                                              |   |  |  |  |   | 73,972,500  |   |
| Totalcurrentliabilities                                                                                                                                                |  |  |                      |   | 1,147,360   |            |  |  |              |   | 73,972,500                                                                                              |   |  |  |  |   | 75,119,860  |   |
| 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                                                                                                                          |  |  |                      |   | 1,858,873   |            |  |  |              |   | (57,860.777                                                                                             | ) |  |  |  |   | (56,001,904 | ) |
| Totalstockholders'equity                                                                                                                                               |  |  |                      |   | 104,484,147 |            |  |  |              |   | (73,972,500                                                                                             | ) |  |  |  |   | 30,511,647  |   |
| Totalliabilities and stockholders'equity                                                                                                                               |  |  |                      | $ | 130,872,880 |            |  |  |              | $ | —                                                                                                 |   |  |  |  | $ | 130,872,880 |   |
|                                                                                                                                                                        |

Comparisonof Three Months Ended March 31, 2006 with Three Months EndedMarch 31, 2005

For the three months endedMarch 31, 2006, we had net income of approximately $688,000,derived from interest income less operating expenses and taxes, ascompared to a loss of $1,000 derived from formation and operating costsfor the same period the previous year. No interest income was generatedin the three months ended March 31, 2005 since the proceeds fromthe offering were not received until July 6,2005.

For the period from January 6, 2005(inception) through March 31, 2006, we had net income ofapproximately $1.9  million, derived from interest income lessoperating expenses and taxes.

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Interest income is derivedprimarily from investment of our cash balances held in trust, whichaggregated approximately $129  million at March 31, 2006.The cash balance held in trust is invested primarily in non-taxablesecurities and other investments.

Liquidity and CapitalResources

Our net proceeds from the sale of our unitswere approximately $127,838,200. Of this amount, $126,720,000 was heldin trust and interest on this amount is also held in the trust. Theremaining $1,118,200 was held outside of the trust. The remainingproceeds are available to be used by us to provide for business, legaland accounting due diligence on prospective acquisitions and continuinggeneral and administrative expenses.

The Company’scurrent cash position is approximately $741,000. We have at this pointoutstanding payables, accrued expenses and liabilities of approximately$1.1  million. Our short term liabilities exceed our availablecash position by approximately $406,000.

In the event thebusiness combination is not consummated within the agreed upon timeperiod, we do not believe we will have sufficient available fundsoutside of the trust fund to operate through July 6, 2007. Wehave incurred approximately $1.0  million in expenses for legal,accounting and other expenses attendant to the due diligenceinvestigations, structuring and negotiating of the businesscombination. We believe that we will likely be forced to liquidate theCompany should the business combination with Jamba Juice not beconsummated.

As part of a private placement financing, onMarch 10, 2006 and March 15, 2006, we entered intoSecurities Purchase Agreements and Registration Rights Agreements, withprospective investors (including certain current Jamba Juicestockholders and board members) that collectively provide for theissuance, simultaneously with the closing of the merger, ofapproximately 30.9  million shares of Company common stock, at aper share purchase price of $7.50, resulting in aggregate grossproceeds to Company of approximately $231.6  million, which fundswill be used to fund the merger consideration as well as additionalworking and expansion capital. The private placement will only becompleted upon consummation of the merger with JambaJuice.

Related Party Transactions

Commencing onJuly 6, 2005 and ending upon the acquisition of a targetbusiness, we began incurring a fee of $4,875 per month for office spaceand certain other additional services from SB Management Corp., anaffiliate of Steven R. Berrard, our chairman of the board and chiefexecutive officer, and a fee of $2,625 per month for general andadministrative services including secretarial support from MercantileCompanies, Inc., an affiliate of I. Steven Edelson, our vicechairman and vice president, and Nathaniel Kramer, one of ourdirectors. In addition, in January, March and June 2005,Messrs. Berrard, Edelson, Kramer and Aucamp loaned us anaggregate of $160,000 to us for payment on our behalf of offeringexpenses. These loans were repaid following our initial public offeringfrom the proceeds of the offering.

As part of a privateplacement financing, on March 10, 2006 and March 15,2006, Company entered into Securities Purchase Agreements andRegistration Rights Agreements, with prospective investors (includingcertain current Jamba Juice stockholders and board members) thatcollectively provide for the issuance, simultaneously with the closingof the merger, of approximately 30.9  million shares of Companycommon stock, at a per share purchase price of $7.50, resulting inaggregate gross proceeds to Company of approximately $231.6million, which funds will be used to fund the merger consideration aswell as additional working and expansion capital.

One ofthe investors in the private placement, Berrard Holding LimitedPartnership, of which Steven R. Berrard, a current director and theChief Executive Officer of the Company is the President, is investing$400,000. In addition, a family member of I. Steven Edelson, theCompany’s Vice Chairman and Vice President, has committed toinvesting $50,000 in the private placementfinancing.

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Item3.    Quantitative and Qualitative Disclosures about MarketRisk.

Market risk is the sensitivity of income to changesin interest rates, foreign exchanges, commodity prices, equity prices,and other market-driven rates or prices. We are not presently engagedin and, if a suitable business target is not identified by us prior tothe prescribed liquidation date of the trust fund, we may not engagein, any substantive commercial business. Accordingly, we are not and,until such time as we consummate a business combination, we will notbe, exposed to risks associated with foreign exchange rates, commodityprices, equity prices or other market-driven rates or prices. The netproceeds of our initial public offering held in the trust fund havebeen invested only in money market funds meeting certain conditionsunder Rule 2a-7 promulgated under the Investment Company Act of1940. Given our limited risk in our exposure to money market funds, wedo not view the interest rate risk to be significant.

Item4.    Controls and Procedures.

Our management carriedout an evaluation, with the participation of our chief executiveofficer (principal executive, financial, and accounting officer), ofthe effectiveness of our disclosure controls and procedures as ofMarch 31, 2006. Based upon that evaluation, our chief executiveofficer concluded that our disclosure controls and procedures wereeffective to ensure that information required to be disclosed by us inreports that we file or submit under the Securities Exchange Act of1934 is recorded, processed, summarized, and reported within the timeperiods specified in the rules and forms of the Securities andExchange Commission, and include controls and procedures designed toensure that information required to be disclosed by us in such reportsis accumulated and communicated to our management, including our ChiefExecutive Officer, to allow timely decisions regarding requireddisclosures.

There has not been any change in our internalcontrol over financial reporting in connection with the evaluationrequired by Rule 13a-15(d) under the Exchange Act thatoccurred during the quarter ended March 31, 2006, that hasmaterially affected, or is reasonably likely to materially affect, ourinternal control over financial reporting.

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PART II — OTHERINFORMATION

Item 1.    Legal Proceedings.

There are nomaterial legal proceedings pending against us.

Item1A.    Risk Factors

None.

Item 2.    UnregisteredSales of Equity Securities and Use of Proceeds.

Notapplicable

Item 3.    Defaults upon SeniorSecurities.

Not applicable.

Item 4.    Submission ofMatters to a Vote of Security Holders.

Notapplicable.

Item 5.    Other Information.

Notapplicable.

Item6.    Exhibits

31.1    Section 302Certification of Chief ExecutiveOfficer

31.2    Section 302 Certification ofChief Financial Officer

32.1    Section 906Certification

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SIGNATURES

Pursuantto the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned, thereunto dulyauthorized.

|                      |  |  |                                         |  |  |                                                                                                                                                      |
|----------------------|--|--|-----------------------------------------|--|--|------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |  |  | SERVICESACQUISITION CORP. INTERNATIONAL |
| Date: August 2, 2006 |  |  | By:                                     |  |  |                      /s/ Steven R.Berrard |
|                 |  |  |                                    |  |  | StevenR. BerrardChairman of the Board and Chief ExecutiveOfficer(Principal Executive Officer,PrincipalFinancial and AccountingOfficer)               |
|                      |

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