Table of Contents

UNITEDSTATESSECURITIES AND EXCHANGECOMMISSIONWashington, DC20549

FORM10-Q/A

|        |                                                                                        |
|--------|----------------------------------------------------------------------------------------|
|   | QUARTERLY REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

For thequarterly period ended September  30,2005

or

|        |                                                                                        |
|--------|----------------------------------------------------------------------------------------|
|   | TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 |

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 reports required tobe filed by Section 13 or 15(d) of the Exchange Act during the past 12months (or for such shorter period that the Registrant was required tofile such reports), and (2) has been subject to such filingrequirements for the past 90days.    Yes       No   

Indicateby check mark whether the Registrant is an accelerated filer (asdefined in Rule 12b-2 of the ExchangeAct).    Yes       No   

Indicatedby check mark whether the Registrant is a shell company (as defined inRule 12b-2 of the ExchangeAct).    Yes       No      

Asof November 13, 2005, 21,000,000 shares of theregistrant’s common stock, par value $0.001 per share,were outstanding.

----

Table of Contents

SERVICESACQUISITION CORP. INTERNATIONALTable ofContents

Explanatory Note:

This QuarterlyReport on Form 10-Q/A is being filed as Amendment Number 1 to ourQuarterly Report on Form 10-Q which was originally filed with theSecurities and Exchange Commission(‘‘SEC’’) on November 15, 2005. Weare filing this form 10-Q/A to restate our financial statements for thequarter ended September  30,  2005 and period frominception to September  30,  2005 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. Except as otherwise stated, all financial informationcontained in this Quarterly Report on Form 10-Q gives effect tothese restatements. For information concerning the background of therestatements, the specific adjustments made, and management’sdiscussion and analysis of our results of operations for 2005 givingeffect to the restated information, see ‘‘Restatement of2005 Financial Statements’’ at Item 7.‘‘Management’s Discussion and Analysis ofFinancial Condition and Results of Operations’’ andNote 3 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 Discussionand Analysis of Financial Condition and Results of Operations |

Part I – Item 4. Controls and Procedures

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

For the convenienceof the reader, this Form 10-Q/A sets forth the entire Form 10-Q whichwas prepared and relates to the Company as of September30,  2005. However, this Form 10-Q/A only amends and restates theItems described above to reflect the effects of the restatement and noattempt has been made to modify or update other disclosures presentedin our September  30,  2005 Form 10-Q. Accordingly, exceptfor the foregoing amended information, this Form 10-Q/A continues tospeak as of November  15,  2005 (the original filing dateof the September  30,  2005 Form 10-Q), and does notreflect events occurring after the filing of our September30,  2005 Form 10-Q and does not modify or update thosedisclosures affected by subsequent events. Forward looking statementsmade in the 2005 Form 10-Q have not been revised to reflect events,results or developments that have become known to us after the date ofthe original filing (other than the current restatements describedabove), and such forward looking statements should be read in theirhistorical context. Unless otherwise stated, the information in thisForm 10-Q/A not affected by such current restatements is unchanged andreflects the disclosures made at the time of the originalfiling.

----

|                                                                                                                                                                                            |  |  |        |  |        |  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--------|--|--------|--|
|                                                                                                                                                                                       |  |  | Page   |
| PARTI — FINANCIAL INFORMATION                                                                                                                                                        |  |  |   |
| Item 1.Financial Statements                                                                                                                                                                |  |  |        |  |   |  |
| BalanceSheets                                                                                                                                                                              |  |  |        |  | F-1    |  |
| Statements ofOperations                                                                                                                                                                    |  |  |        |  | F-2    |  |
| Statement ofStockholders’ Equity                                                                                                                                                     |  |  |        |  | F-3    |  |
| Statement ofCash Flows                                                                                                                                                                     |  |  |        |  | F-4    |  |
| Notes to ConsolidatedFinancial Statements                                                                                                                                                  |  |  |        |  | F-5    |  |
| Item 2.Management’s Discussion and Analysis of Financial Conditionand                Results ofOperations |  |  |        |  | 2      |  |
| Item 3. Quantitative andQualitative Disclosures about MarketRisk                                                                                                                           |  |  |        |  | 5      |  |
| Item 4. Controls andProcedures                                                                                                                                                             |  |  |        |  | 5      |  |
| PART II— OTHER INFORMATION                                                                                                                                                           |  |  |        |  |   |  |
| Item 1.Legal Proceedings                                                                                                                                                                   |  |  |        |  | 6      |  |
| Item 2.Unregistered Sales of Equity Securities and Use ofProceeds                                                                                                                          |  |  |        |  | 6      |  |
| Item 3. Defaults uponSenior Securities                                                                                                                                                     |  |  |        |  | 6      |  |
| Item 4.Submission of Matters to a Vote of SecurityHolders                                                                                                                                  |  |  |        |  | 6      |  |
| Item 5. OtherInformation                                                                                                                                                                   |  |  |        |  | 6      |  |
| Item 6.Exhibits                                                                                                                                                                            |  |  |        |  | 6      |  |
| SIGNATURES                                                                                                                                                                                 |  |  |        |  |   |  |
|                                                                                                                                                                                            |

1

----

Table of Contents

PARTI — FINANCIAL INFORMATION

Item 1.    FinancialStatements.

Reference is made to our financial statementsbeginning on page F-1 of this report.

SERVICES ACQUISITION CORP.INTERNATIONAL

(a corporation in thedevelopment stage)

BALANCESHEET

September  30,  2005, AsRestated

|                                                                                                                                                                         |  |  |  |   |             |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|---|-------------|--|
| ASSETS                                                                                                                                                                  |  |  |  |   |        |  |
| Currentassets                                                                                                                                                           |  |  |  |   |        |  |
| Cash                                                                                                                                                                    |  |  |  | $ | 1,113,757   |  |
| Cashheld in trust                                                                                                                                                       |  |  |  |   | 127,334,883 |  |
| Prepaidexpenses                                                                                                                                                         |  |  |  |   | 86,866      |  |
| Totalcurrentassets                                                                                                                                                      |  |  |  | $ | 128,535,506 |  |
| LIABILITIESAND STOCKHOLDERS’EQUITY                                                                                                                                |  |  |  |   |        |  |
| Currentliabilities                                                                                                                                                      |  |  |  |   |        |  |
| Accruedexpenses                                                                                                                                                         |  |  |  | $ | 109,325     |  |
| Derivativeliabilities                                                                                                                                                   |  |  |  |   | 16,093,315  |  |
| Totalcurrentliabilities                                                                                                                                                 |  |  |  |   | 16,202,640  |  |
| Commonstock, subject to possible redemption, 3,448,275 shares atredemptionvalue                                                                                         |  |  |  |   | 25,241,373  |  |
| Stockholders’equity                                                                                                                                               |  |  |  |   |        |  |
| Preferred stock, $.001par value, authorized 1,000,000 shares; noneissued                                                                                                |  |  |  |   |        |  |
| Common stock, $.001 par value,authorized 70,000,000 shares; issued and outstanding 21,000,000 shares(which includes the 3,448,275 shares subject to possibleredemption) |  |  |  |   | 21,000      |  |
| Paid-in capital in excessof par                                                                                                                                         |  |  |  |   | 86,493,384  |  |
| Equity accumulated duringthe developmentstage                                                                                                                           |  |  |  |   | 577,109     |  |
| Totalstockholders’equity                                                                                                                                          |  |  |  |   | 87,091,493  |  |
| Totalliabilities and stockholders’equity                                                                                                                          |  |  |  | $ | 128,535,506 |  |
|                                                                                                                                                                         |

Seeaccompanying notes to financialstatements.

F-1

----

Table of Contents

SERVICES ACQUISITION CORP.INTERNATIONAL

(a corporation in thedevelopment stage)

STATEMENT OF OPERATIONS, AsRestated

|                                      |  |  |                                      |   |            |                                                              |  |  |  |   |            |  |
|--------------------------------------|--|--|--------------------------------------|---|------------|--------------------------------------------------------------|--|--|--|---|------------|--|
|                                 |  |  | ThreeMonths Ended September 30, 2005 |   |            | For the Period January6,2005 (inception) toSeptember 30,2005 |
| Interestincome                       |  |  |                                      | $ | 614,883    |                                                              |  |  |  | $ | 614,883    |  |
| Gainfrom derivativeliabilities  |  |  |                                      |   | 18,408     |                                                              |  |  |  |   | 18,408     |  |
| Formationand operatingcosts          |  |  |                                      |   | 53,951     |                                                              |  |  |  |   | 54,917     |  |
| Interestexpense                      |  |  |                                      |   | 162        |                                                              |  |  |  |   | 1,265      |  |
| Netincome                            |  |  |                                      | $ | 579,178    |                                                              |  |  |  | $ | 577,109    |  |
| Weightedaverage sharesoutstanding:   |  |  |                                      |   |       |                                                              |  |  |  |   |       |  |
| Basic                                |  |  |                                      |   | 20,038,043 |                                                              |  |  |  |   | 9,883,134  |  |
| Diluted                              |  |  |                                      |   | 22,287,259 |                                                              |  |  |  |   | 10,575,352 |  |
| Netincome per share,basic            |  |  |                                      | $ | 0.03       |                                                              |  |  |  | $ | 0.06       |  |
| Netincome per share,diluted          |  |  |                                      | $ | 0.03       |                                                              |  |  |  | $ | 0.05       |  |
|                                      |

Seeaccompanying notes to financial statements.

F-2

----

Table of Contents

SERVICES ACQUISITION CORP.INTERNATIONAL

(a corporation in thedevelopment stage)

STATEMENT OF STOCKHOLDERS’EQUITY

For period from January  6,  2005(inception) to September  30,  2005, AsRestated

|                                                                                                                                                                |  |  |                   |  |            |        |  |  |                                |   |         |                                              |  |  |                    |   |             |   |  |  |  |   |         |  |  |  |  |   |             |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|-------------------|--|------------|--------|--|--|--------------------------------|---|---------|----------------------------------------------|--|--|--------------------|---|-------------|---|--|--|--|---|---------|--|--|--|--|---|-------------|---|
|                                                                                                                                                           |  |  | CommonStockShares |  |            | Amount |  |  | Paid-in Capital inExcessof Par |   |         | Equity AccumulatedDuring theDevelopmentStage |  |  | StockholdersEquity |
| BalanceJanuary  6,  2005(inception)                                                                                                                            |  |  |                   |  | —    |        |  |  |                                | $ | — |                                              |  |  |                    | $ | —     |   |  |  |  | $ | — |  |  |  |  | $ | —     |   |
| Commonsharesissued                                                                                                                                             |  |  |                   |  | 3,750,000  |        |  |  |                                |   | 3,750   |                                              |  |  |                    |   | 25,429      |   |  |  |  |   |    |  |  |  |  |   | 29,179      |   |
| Saleof 15,000,000 shares, net of underwriters’ discount and offeringexpenses (including 2,998,500 shares subject to possibleredemption)                  |  |  |                   |  | 15,000,000 |        |  |  |                                |   | 15,000  |                                              |  |  |                    |   | 110,903,201 |   |  |  |  |   |    |  |  |  |  |   | 110,918,201 |   |
| Saleof 2,250,000 shares through the over-allotment option offering, net ofunderwriters’ discount (including 449,775 shares subject topossibleredemption) |  |  |                   |  | 2,250,000  |        |  |  |                                |   | 2,250   |                                              |  |  |                    |   | 16,917,750  |   |  |  |  |   |    |  |  |  |  |   | 16,920,000  |   |
| Reclassificationof part of proceeds from sale of shares to derivative liabilities(warrants)                                                                    |  |  |                   |  |       |        |  |  |                                |   |    |                                              |  |  |                    |   | (16,111,723 | ) |  |  |  |   |    |  |  |  |  |   | (16,111,723 | ) |
| Proceedssubject to possible redemption (3,448,275shares)                                                                                                       |  |  |                   |  |       |        |  |  |                                |   |    |                                              |  |  |                    |   | (25,241,373 | ) |  |  |  |   |    |  |  |  |  |   | (25,241,373 | ) |
| Proceedsfrom issuance ofoption                                                                                                                                 |  |  |                   |  |       |        |  |  |                                |   |    |                                              |  |  |                    |   | 100         |   |  |  |  |   |    |  |  |  |  |   | 100         |   |
| Netincome                                                                                                                                                      |  |  |                   |  |       |        |  |  |                                |   |    |                                              |  |  |                    |   |        |   |  |  |  |   | 577,109 |  |  |  |  |   | 577,109     |   |
| Balances,at September  30,2005                                                                                                                                 |  |  |                   |  | 21,000,000 |        |  |  |                                | $ | 21,000  |                                              |  |  |                    | $ | 86,493,384  |   |  |  |  | $ | 577,109 |  |  |  |  | $ | 87,091,493  |   |
|                                                                                                                                                                |

Seeaccompanying notes to financialstatements.

F-3

----

Table of Contents

SERVICES ACQUISITION CORP.INTERNATIONAL

(a corporation in thedevelopment stage)

STATEMENT OF CASH FLOWS

Forperiod from January  6,  2005 (inception) toSeptember  30,  2005, As Restated

Cash flowsfrom operatingactivities

|                                                       |  |  |  |   |              |   |
|-------------------------------------------------------|--|--|--|---|--------------|---|
| Netincome                                             |  |  |  | $ | 577,109      |   |
| Increase(decrease) in cash attributable to changein:  |  |  |  |   |         |   |
| Derivativeliabilities                                 |  |  |  |   | (18,408      | ) |
| Prepaidexpenses                                       |  |  |  |   | (86,866      | ) |
| Accruedexpenses                                       |  |  |  |   | 109,325      |   |
| Netcash provided by operatingactivities               |  |  |  |   | 581,160      |   |
| Cashflows from financingactivities                    |  |  |  |   |         |   |
| Proceeds from sale ofstock                            |  |  |  |   | 29,179       |   |
| Gross proceeds of publicoffering                      |  |  |  |   | 120,000,000  |   |
| Payments ofcosts of publicoffering                    |  |  |  |   | (9,081,799   | ) |
| Gross proceedsof over-allotment optionoffering        |  |  |  |   | 18,000,000   |   |
| Payments of costsof over-allotment optionoffering     |  |  |  |   | (1,080,000   | ) |
| Proceeds fromissuance ofoption                        |  |  |  |   | 100          |   |
| Netcash provided by financingactivities               |  |  |  |   | 127,867,480  |   |
| Netcash used in investing activity, cash held intrust |  |  |  |   | (127,334,883 | ) |
| Netincrease incash                                    |  |  |  |   | 1,113,757    |   |
| Cash,beginning ofperiod                               |  |  |  |   | —      |   |
| Cash,end ofperiod                                     |  |  |  | $ | 1,113,757    |   |
|                                                       |

Seeaccompanying notes to financialstatements.

F-4

----

Table of Contents

NOTESTO FINANCIAL STATEMENTS

1.    Nature of operations andsummary of significant accounting policies

Nature ofOperations

Services Acquisition Corp. International (the‘‘Company’’) was incorporated in Delawareon January  6,  2005 as a blank check company whoseobjective is to acquire through a merger, capital stock exchange, assetacquisition or other similar business combination with a currentlyunidentified operating business. The Company has selectedDecember  31 as its fiscal year-end.

The registrationstatement for the Company’s initial public offering (the‘‘Offering’’) was declared effectiveJune  29, 2005. The Company consummated the offering onJuly  6,  2005 and received net proceeds of approximately$110,918,000 and executed the over-allotment option offering onJuly  7,  2005 and received net proceeds of approximately$16,920,000. The Company’s management has broaddiscretion with respect to the specific application of the net proceedsof this Offering, although substantially all of the net proceeds ofthis Offering are intended to be generally applied toward consummatinga business combination with an operating company. As usedherein, a ‘‘target business’’ shall includean operating 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 targetwill not be limited to a particular industry, although managementintends to focus on high margin service businesses with recurringrevenue. The success and ongoing profitability of such businesswill not necessarily be predicated on continually generating newrevenue, but rather on forging a valued bond for which switching costsmay be high or alternatives of lower value. Within this context,the Company expects to seek companies displaying a number ofcharacteristics: recurring revenues, focus on a service rather than aproduct, high gross margins, stable cash flow and opportunities fororganic and acquisition growth.

Upon the closing of theCompany’s offering, an amount of $126,720,000 was placed in atrust account at JP Morgan Chase NY Bank maintained by ContinentalStock Transfer & Trust Company to be invested until the earlier of(i) the consummation of the Company’s first business combinationor (ii) the liquidation of the Company; as of September30,  2005 the balance in the trust account is$127,334,883. The remaining proceeds are available to theCompany to pay for business, legal and accounting due diligenceon prospective acquisitions and continuing general and administrativeexpenses.

The Company, after signing a definitive agreement forthe acquisition of a target business, will submit such transaction forstockholder approval. In the event that stockholders owning20% or more of the outstanding stock excluding, for thispurpose, those persons who were stockholders prior to the Offering,vote against the business combination, the business combination willnot be consummated. All of the Company’s stockholders prior tothe Offering, including all of the officers and directors of theCompany (‘‘Initial Stockholders’’), haveagreed to vote their 3,750,000 founding shares of common stock inaccordance with the vote of the majority in interest of all otherstockholders of the Company (‘‘PublicStockholders’’) with respect to any businesscombination. After consummation of the Company’s firstbusiness combination, all of these voting safeguards will no longer beapplicable.

With respect to the first business combination, whichis approved and consummated, any Public Stockholder who voted againstthe business combination may demand that the Company redeem his or hershares. The per share redemption price will equal the amount inthe Trust Fund as of the record date for determination of stockholdersentitled to vote on the business combination divided by the number ofshares of common stock held by Public Stockholders at the consummationof 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 toreceive their per share interest in the Trust Fund computed withoutregard to the shares held by Initial Stockholders.

F-5

----

Table of Contents

The Company’s Certificate ofIncorporation provides for mandatory liquidation of the Company,without stockholder approval, in the event that the Company does notconsummate a business combination within 18 months from the date of theconsummation of the Offering, or 24 months from the consummation of theOffering if certain extension criteria have been satisfied. Inthe event of liquidation, it is likely that the per share value of theresidual assets remaining available for distribution (including TrustFund assets) will be less than the offering price per share in theOffering (assuming no value is attributed to the Warrants contained inthe Units to be offered in the Offering discussed in Note2.)

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.

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

In September2000, the Emerging Issues Task Force issued EITF 00-19,‘‘Accounting for Derivative Financial Instruments Indexedto and Potentially Settled in, a Company's OwnStock,’’ (‘‘EITF 00-19’’)which requires freestanding contracts that are settled in acompany's own stock, including common stock warrants, to bedesignated as an equity instrument, asset or a liability. Under theprovisions of EITF 00-19, a contract designated as an asset or aliability must be carried at fair value on a company’s balancesheet, with any changes in fair value recorded in the company’sresults of operations. A contract designated as an equity instrumentmust be included within equity, and no fair value adjustments arerequired from period to period. In accordance with EITF 00-19, the17,250,000 warrants issued to purchase common stock are separatelyaccounted for as liabilities. The fair value of these warrants is shownon the Company’s balance sheet and the unrealized changes in thevalues of these derivatives are shown in the Company’sconsolidated statement of operations as ‘‘Gain (loss) onderivative liabilities.’’ These warrants are freelytraded on the American Stock Exchange, consequently the fair value ofthese warrants are estimated as the market price of a warrant at eachperiod end. To the extent that the market price increases or decreases,the Company’s derivative liabilities will also increase ordecrease, including the effect on the Company’s consolidatedstatement of operations.

Fair values for exchange-tradedsecurities and derivatives are based on quoted market prices. Wheremarket prices are not readily available, fair values are determinedusing market based pricing models incorporating readily observablemarket data and requiring judgment and estimates. The purchase optionto purchase 750,000 shares is considered an equity instrument, as theunderlying shares do not need to be registered, and all other criteriato be accounted for as an equity instrument have been fulfilled. Theembedded derivative, the warrant to purchase 750.000 shares for $7.50each, follow the same accounting guidelines as the 17,250,000 warrantsdiscussed previously and is considered a liability.

Statement ofFinancial Accounting Standard (‘‘SFAS’’)No. 133, ‘‘Accounting for Derivative Instruments andHedging Activities,’’ as amended, requires allderivatives to be recorded on the balance sheet at fair value.Furthermore, paragraph 11(a) of SFAS No. 133 precludes contracts issuedor held by a reporting entity that are both (1) indexed to its ownstock and (2) classified as stockholders' equity in its statementof financial position from being treated as derivative instruments. Wehave determined that the option to purchase 750,000 units , each unitconsisting of one warrant and one share of common stock, is aderivative that also contains an embedded derivative. The option topurchase 750,000 shares of common stock and the warrant to purchase anadditional 750,000 shares, 

F-6

----

Table of Contents

the latter being the embedded derivative, areseparately valued and accounted for on the Company’s balancesheet. While the warrant to purchase the additional 750,000 shares isindexed to the Company's common stock, the fact that the sharesunderlying the warrants require future registration in accordance withthe warrant agreement, requires the Company to classify theseinstruments as a liability in accordance with EITF 00-19, paragraph14.

As such, the option to purchase 750,000 units is consideredan equity instrument, as the underlying shares do not need to beregistered, and all other criteria in EITF 00-19 required for theinstrument to be accounted for as an equity instrument have beenfulfilled. The embedded derivative which is the warrant to purchase750,000 shares for $7.50 each, follows the same accounting guidelinesas the 17,250,000 warrants disclosed in our 10-K/A and is considered aliability. These derivative liabilities have been, and will continue tobe adjusted to fair value in our quarterly filings.

The Companyperformed a valuation of the option to purchase 750,000 units, and thenallocated its fair value to its two components, the underlying 750,000shares and the embedded warrant to purchase additional 750,000 shares.The fair value at inception was calculated to be $894,909, or $1.19 perunit, of which $653,186 was allocated to the purchase option of 750,000shares and $241,723 was allocated to the warrants to purchase anadditional 750,000 shares, according to their respective fairvalues.

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, the Companyuses volatility rates based upon a sample of comparable companies inits industry, special purpose acquisition corporations. At the time acompany to be acquired has been identified and agreements to acquireare 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 US Treasury instruments, for asecurity with a maturity that approximates the estimated remainingcontractual life of the derivative. The volatility factor used in BlackScholes has a significant effect on the resulting valuation of thederivative liabilities on the Company’s balance sheet. Thevolatility for the calculation of the embedded derivatives wasapproximated at 41.4%, this volatility-rate will likely changein the future. The Company uses the closing market price of theCompany’s common stock at the end of a quarter when a derivativeis valued at fair value. The Company’s stock price will alsochange in the future. To the extent that the Company’s stockprice increases or decreases, the Company’s derivativeliabilities will also increase or decrease, absent any change involatility rates and risk-free interest rates.

Income PerCommon Share

Income per share is computed by dividing netincome by the weighted-average number of shares of common stockoutstanding during the period.

Use ofEstimates

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

Income Taxes

The Company complies withSFAS 109, ‘‘Accounting for Income Taxes,’’which requires an asset and liability approach to financial accountingand reporting for income taxes. Deferred income tax assets andliabilities are computed for differences between the financialstatement and tax basis of 

F-7

----

Table of Contents

assets and liabilities that will result infuture taxable or deductible amounts, based on enacted tax laws andrates applicable to the periods in which the differences are expectedto affect taxable income. Valuation allowances are established,when necessary, to reduce deferred tax assets to the amount expected tobe realized.

2.    Initial Public Offering

OnJuly  6,  2005, the Company sold 15,000,000 units(‘‘Units’’) in the Offering. Anadditional 2,250,000 Units were issued on July  7,  2005 tocover the over-allotment granted to the underwriters. Each Unitconsists of one share of the Company’s common stock, $.001 parvalue, and one Redeemable Common Stock Purchase Warrant(‘‘Warrant’’). Each Warrant entitlesthe holder to purchase from the Company one share of common stock at anexercise price of $6.00 commencing the later of the completion of abusiness combination with a target business or one year from theeffective date of the Offering and expiring five years from the date ofthe prospectus. The Warrants will be redeemable at a price of$.01 per Warrant upon 30 days notice after the Warrants becomeexercisable, only in the event that the last sale price of the commonstock is at least $11.50 per share for any 20 trading days within a 30trading day period ending on the third day prior to date on whichnotice of redemption is given.

3.    Restatement of previouslyissued financial statements

In August, 2006, the Companyconcluded that it was necessary to restate its financial results forthe fiscal year ended December  31,  2005 and for theinterim periods ended September  30,  2005 to reflectadditional non-operating gains and losses related to the classificationof and accounting for: (1) the warrants to purchase commonstock associated with the units sold at the initial public offering ofthe Company and (2) warrants to purchase common stock embedded in aoption to purchase units consisting of one share and one warrant topurchase one additional share, issued to Broadband Capital inconnection with the initial public offering. The Company had previouslyclassified the value of these warrants to purchase common stock, whenapplicable, as equity. After further review, the Company has determinedthat these instruments should have been classified as derivativeliabilities and therefore, the fair value of each instrument must berecorded as a derivative liability on the Company's balancesheet. Changes in the fair values of these instruments will result inadjustments to the amount of the recorded derivative liabilities andthe corresponding gain or loss will be recorded in the Company’sstatement of operations. At the date of the conversion of eachrespective instrument or portion thereof (or exercise of the options orwarrants or portion thereof, as the case may be), thecorresponding derivative liability will be reclassified as equity.

The accompanying financial statements for the three months endedSeptember  30,  2005 and the period from inception toSeptember  30,  2005 have been restated to effect thechanges described above. The impact of the adjustments related to theclassification of and accounting for the warrants for the period frominception to September  30,  2005 and for the three monthsended September  30,  2005 are summarizedbelow: 

F-8

----

Table of Contents

Statement ofOperations

|                                           |  |  |                                                                |   |           |            |  |  |            |   |         |   |  |  |  |   |            |  |
|-------------------------------------------|--|--|----------------------------------------------------------------|---|-----------|------------|--|--|------------|---|---------|---|--|--|--|---|------------|--|
|                                      |  |  | Forthe Period January 6, 2005 (inception) to September 30,2005 |
|                                      |  |  | AsPreviouslyReported                                           |   |           | Adjustment |  |  | AsRestated |
| Interestincome                            |  |  |                                                                | $ | 614,883   |            |  |  |            | $ | — |   |  |  |  | $ | 614,883    |  |
| Gainfrom derivativeliabilities            |  |  |                                                                |   |      |            |  |  |            |   | 18,408  |   |  |  |  |   | 18,408     |  |
| Formationand operatingcost                |  |  |                                                                |   | 54,917    |            |  |  |            |   |    |   |  |  |  |   | 54,917     |  |
| Interestexpense                           |  |  |                                                                |   | 1,265     |            |  |  |            |   |    |   |  |  |  |   | 1,265      |  |
| Netincome(loss)                           |  |  |                                                                | $ | 558,701   |            |  |  |            | $ | (18,408 | ) |  |  |  | $ | 557,109    |  |
| Basicearnings (loss) pershare             |  |  |                                                                | $ | 0.06      |            |  |  |            | $ | — |   |  |  |  | $ | 0.06       |  |
| Dilutedearnings (loss) pershare           |  |  |                                                                | $ | 0.06      |            |  |  |            | $ | (0.01   | ) |  |  |  | $ | 0.05       |  |
| Basicweighted average sharesoutstanding   |  |  |                                                                |   | 9,883,134 |            |  |  |            |   |    |   |  |  |  |   | 9,883,134  |  |
| Dilutedweighted average sharesoutstanding |  |  |                                                                |   | 9,883,134 |            |  |  |            |   | 692,218 |   |  |  |  |   | 10,575,352 |  |
|                                           |

|                                           |  |  |                                             |   |            |            |  |  |            |   |           |   |  |  |  |   |            |  |
|-------------------------------------------|--|--|---------------------------------------------|---|------------|------------|--|--|------------|---|-----------|---|--|--|--|---|------------|--|
|                                      |  |  | Forthe three months endedSeptember  30,3005 |
|                                      |  |  | AsPreviouslyReported                        |   |            | Adjustment |  |  | AsRestated |
| Interestincome                            |  |  |                                             | $ | 614,883    |            |  |  |            | $ | —   |   |  |  |  | $ | 614,883    |  |
| Gainfrom derivativeliabilities            |  |  |                                             |   |       |            |  |  |            |   | 18,408    |   |  |  |  |   | 18,408     |  |
| Formationand operatingcost                |  |  |                                             |   | 53,951     |            |  |  |            |   |      |   |  |  |  |   | 53,951     |  |
| Netincome                                 |  |  |                                             | $ | 579,178    |            |  |  |            | $ | (18,408   | ) |  |  |  | $ | 579,178    |  |
| Basicearnings pershare                    |  |  |                                             | $ | 0.03       |            |  |  |            | $ | —   |   |  |  |  | $ | 0.03       |  |
| Dilutedearnings pershare                  |  |  |                                             | $ | 0.03       |            |  |  |            | $ | —   |   |  |  |  | $ | 0.03       |  |
| Basicweighted average sharesoutstanding   |  |  |                                             |   | 20,038,043 |            |  |  |            |   | —   |   |  |  |  |   | 20,038,063 |  |
| Dilutedweighted average sharesoutstanding |  |  |                                             |   | 20,038,043 |            |  |  |            |   | 2,249,216 |   |  |  |  |   | 22,287,259 |  |
|                                           |

F-9

----

Table of Contents

Balance Sheet Impact

Thefollowing table sets forth the effects of the restatement adjustmentson the Company’s consolidated balance sheet as ofSeptember  30,  2005:

|                                                                                                                                                                        |  |  |                      |   |             |            |  |  |                  |   |             |   |  |  |  |   |             |  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|----------------------|---|-------------|------------|--|--|------------------|---|-------------|---|--|--|--|---|-------------|--|
|                                                                                                                                                                   |  |  | September30,2005     |   |             |       |  |  | September30,2005 |
|                                                                                                                                                                   |  |  | AsPreviouslyReported |   |             | Adjustment |  |  | (AsRestated)     |
| ASSETS                                                                                                                                                                 |  |  |                      |   |        |            |  |  |                  |   |        |   |  |  |  |   |        |  |
| Currentassets                                                                                                                                                          |  |  |                      |   |        |            |  |  |                  |   |        |   |  |  |  |   |        |  |
| Cash                                                                                                                                                                   |  |  |                      | $ | 1,113,757   |            |  |  |                  | $ | —     |   |  |  |  | $ | 1,113,757   |  |
| Cashheld intrust                                                                                                                                                       |  |  |                      |   | 127,334,883 |            |  |  |                  |   |        |   |  |  |  |   | 127,334,883 |  |
| Totalcurrentassets                                                                                                                                                     |  |  |                      | $ | 128,535,506 |            |  |  |                  | $ | —     |   |  |  |  | $ | 128,535,506 |  |
| LIABILITIESAND STOCKHOLDERS'EQUITY                                                                                                                                     |  |  |                      |   |        |            |  |  |                  |   |        |   |  |  |  |   |        |  |
| Currentliabilities:                                                                                                                                                    |  |  |                      |   |        |            |  |  |                  |   |        |   |  |  |  |   |        |  |
| Accruedexpenses                                                                                                                                                        |  |  |                      | $ | 109,325     |            |  |  |                  | $ | —     |   |  |  |  | $ | 109,325     |  |
| Derivativeliabilities                                                                                                                                                  |  |  |                      |   |        |            |  |  |                  |   | 16,093,315  |   |  |  |  |   | 16,093,315  |  |
| Totalcurrentliabilities                                                                                                                                                |  |  |                      |   | 109,325     |            |  |  |                  |   | 16,093,315  |   |  |  |  |   | 16,202,640  |  |
| 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                                                                                                                                               |  |  |                      |   | 102,605,107 |            |  |  |                  |   | (16,111,723 | ) |  |  |  |   | 86,493,384  |  |
| Equityaccumulated during the developmentstage                                                                                                                          |  |  |                      |   | 558,701     |            |  |  |                  |   | 18,408      |   |  |  |  |   | 577,109     |  |
| Totalstockholders'equity                                                                                                                                               |  |  |                      |   | 103,184,808 |            |  |  |                  |   | (16,093,315 | ) |  |  |  |   | 87,091,493  |  |
| Totalliabilities and stockholders'equity                                                                                                                               |  |  |                      | $ | 128,535,506 |            |  |  |                  | $ | —     |   |  |  |  | $ | 128,535,506 |  |
|                                                                                                                                                                        |

4.    Commitmentsand contingencies

The Company has agreed to pay up to $7,500 amonth in total for office space and general and administrative expenseto 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 has startedon July  6,  2005.

As part of the Offering, certainstockholders agreed that after the Offering was completed and withinthe first twenty trading days after separate trading of the warrantshas commenced, they or certain of their affiliates or designees wouldcollectively purchase up to 1,000,000 warrants in the publicmarketplace at prices not to exceed $1.20 perwarrant.  They further agreed that any warrants purchasedby them or their affiliates or designees will not be sold ortransferred until the completion of a business combination. Inaddition, subject to any regulatory restrictions and subsequent to thecompletion of the purchase of the 1,000,000 warrants described aboveand within the first twenty trading days after separate trading of thewarrants has commenced, the representative of the underwriter, orcertain of its principals, affiliates or designees has to purchase upto 500,000 warrants in the public marketplace at prices not to exceed$1.20 per warrant. The Units separated on July  28,2005; as per the preceding sentence, management purchased 1,000,000warrants at an average price of $1.01375 and the underwriter or itsaffiliated purchased 500,000 warrants at an average price of$0.99.

F-10

----

Table of Contents

The Company has sold to the representativeof the underwriter, for $100, an option to purchase up to a total of750,000 units. The units issuable upon exercise of this option areidentical to those offered by this prospectus except that the warrantsincluded in the option have an exercise price of $7.50 (125% ofthe exercise price of the warrants included in the units sold in theoffering). This option is exercisable at $10.00 per unitcommencing on the later of the consummation of a business combinationand one year from the date of this prospectus and expiring five yearsfrom the date of this prospectus. The option and the 750,000units, the 750,000 shares of common stock and the 750,000 warrantsunderlying such units, and the 750,000 shares of common stockunderlying such warrants, have been deemed compensation by the NationalAssociation of Securities Dealers(‘‘NASD’’) and are therefore subject to a180-day lock-up pursuant to Rule 2710(g)(1) of the NASD ConductRules. Additionally, the option may not be sold, transferred,assigned, pledged or hypothecated for a one-year period (including theforegoing 180-day period) following the date of thisprospectus. However, the option may be transferred to anyunderwriter and selected dealer participating in the offering and theirbona fide officers or partners.

The Company has engaged BroadbandCapital Management LLC to act as the representative of theunderwriters, on a non-exclusive basis, as our agent for thesolicitation of the exercise of the warrants. To the extent notinconsistent with the guidelines of the NASD and the rules andregulations of the Securities and Exchange Commission, the Company haveagreed to pay the representative for bona fide services rendered acommission equal to 5% of the exercise price for each warrantexercised after June  29,  2006 if the exercise wassolicited by the underwriters. In addition to soliciting, eitherorally or in writing, the exercise of the warrants, therepresentative’s services may also include disseminatinginformation, either orally or in writing, to warrant holders about usor the market for our securities, and assisting in the processing ofthe exercise of the warrants. No compensation will be paid tothe representative 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.    Preferred Stock

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

F-11

----

Table of Contents

Item2.    Management’s Discussion and Analysis of FinancialCondition and Results of Operations.

This Quarterly Report onForm 10-Q includes forward-looking statements within the meaning ofSection 27A of the Securities Act of 1933, as amended, and Section 21Eof the Securities Exchange Act of 1934, as amended. We havebased these forward-looking statements on our current expectations andprojections about future events. These forward-looking statements aresubject to known and unknown risks, uncertainties and assumptions aboutus that may cause our actual results, levels of activity,performance or achievements to be materially different from any futureresults, levels of activity, performance or achievements expressed orimplied by such forward-looking statements. In some cases, youcan identify forward-looking statements by terminology such as‘‘may,’’‘‘should,’’‘‘could,’’‘‘would,’’‘‘expect,’’‘‘plan,’’  ‘‘anticipate,’’‘‘believe,’’‘‘estimate,’’‘‘continue,’’ or the negative of such termsor other similar expressions. Factors that might cause orcontribute to such a discrepancy include, but are not limited to, thosedescribed in our other Securities and ExchangeCommission filings. The following discussion should be read inconjunction with our Financial Statements and related Notes theretoincluded elsewhere in this report.

We were formed onJanuary  6,  2005, to serve as a vehicle to effect amerger, capital stock exchange, asset acquisition or other similarbusiness combination with an operating business that providesservices. Our initial business combination must be with a targetbusiness or businesses whose fair market value is at least equal to80% of net assets at the time of such acquisition. Weintend to utilize cash derived from the proceeds of our recentlycompleted public offering, our capital stock, debt or a combination ofcash, capital stock and debt, in effecting a businesscombination.

For the three months ended September30,  2005, we had net income of approximately $560,770, derivedfrom interest income less operating expenses.

For the period fromJanuary  6,  2005 (inception) through September30,  2005, we had net income of approximately $558,701, derivedfrom interest income less operating expenses.

On July6,  2005, we consummated our initial public offering of15,000,000 units. On July  7,  2005, we consummatedthe closing of an additional 2,250,000 units that were subject to theunderwriters’ over-allotment option. Each unit consists of oneshare of common stock and one redeemable common stock purchasewarrant. Each warrant entitles the holder to purchase from usone share of our common stock at an exercise price of $6.00. Ourcommon stock and warrants started trading separately as of July28,  2005.

Our net proceeds from the sale of our units,after deducting certain offering expenses of approximately $1,881,800,including $1,200,000 evidencing the underwriters’non-accountable expense allowance of 1% of the gross proceeds(excluding the proceeds from the underwriters’ over-allotment),and underwriting discounts of approximately $8,280,000, wereapproximately $127,838,200 — . Of this amount, $126,720,000 isbeing held in trust and the remaining $1,118,200 is being held outsideof the trust. The remaining proceeds are available to be used by us toprovide for business, legal and accounting due diligence on prospectiveacquisitions and continuing general and administrative expenses. Wewill use substantially all of the net proceeds of this offering toacquire a target business, including identifying and evaluatingprospective acquisition candidates, selecting the target business, andstructuring, negotiating and consummating the business combination. Tothe extent that our capital stock is used in whole or in part asconsideration to effect a business combination, the proceeds held inthe trust fund as well as any other net proceeds not expended will beused to finance the operations of the target business. We believe wewill have sufficient available funds outside of the trust fund tooperate through July  6,  2007, assuming that a businesscombination is not consummated during that time. From July6,  2005 through July  6,  2007, we anticipateapproximately $180,000 of expenses for legal, accounting and otherexpenses attendant to the due diligence investigations, structuring andnegotiating of a business combination, an aggregate of $180,000 for theadministrative fees payable to SB Management Corp. and MercantileCompanies, Inc. (a total of $7,500 per month for two years), $100,000for expenses for the due diligence and investigation of a targetbusiness, $50,000 of expenses in legal and accounting fees relating toour SEC reporting obligations and $608,2000 for general working capitalthat will be used for miscellaneous expenses and reserves, includingapproximately $200,000 for director and officer liability insurancepremiums. We do not 

2

----

Table of Contents

believe we will need to raise additional fundsin order to meet the expenditures required for operating our business.However, we may need to raise additional funds through a privateoffering of debt or equity securities if such funds are required toconsummate a business combination that is presented to us. We wouldonly consummate such a financing simultaneously with the consummationof a business combination.

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

Since our initialpublic offering, we have been actively engaged in sourcing a suitablebusiness combination candidate. We have met with targetcompanies, service professionals and other intermediaries to discusswith them our company, the background of our management and ourcombination preferences. In the course of these discussions, wehave also spent time explaining the capital structure of the initialpublic offering, the combination approval process, and the timelineunder which we are operating before the proceeds of the offering arereturned to investors.

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 wouldgauge the environment for target companies to be competitive and webelieve that private equity firms and strategic buyers represent ourbiggest competition.  Our management believes that manyof the fundamental drivers of alternative investment vehicles like ourcompany are 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 thebusiness. However, there can be no assurance that we will find asuitable business combination in the allotted time.

Restatementof previously issued financial statements

In August, 2006, theCompany concluded that it was necessary to restate its financialresults for the fiscal year ended December  31,  2005 andfor the interim periods ended September  30,  2005 toreflect additional non-operating gains and losses related to theclassification of and accounting for: (1) the warrants topurchase common stock associated with the units sold at the initialpublic offering of the Company and (2) warrants to purchase commonstock embedded in a option to purchase units consisting of one shareand one warrant to purchase one additional share, issued to BroadbandCapital in connection with the initial public offering. The Company hadpreviously classified the value of these warrants to purchase commonstock, when applicable, as equity. After further review, the Companyhas determined that these instruments should have been classified asderivative liabilities and therefore, the fair value of each instrumentmust be recorded as a derivative liability on the Company'sbalance sheet. Changes in the fair values of these instruments willresult in adjustments to the amount of the recorded derivativeliabilities and the corresponding gain or loss will be recorded in theCompany’s statement of operations. At the date of the conversionof each respective instrument or portion thereof (or exercise of theoptions or warrants or portion thereof, as the case may be), thecorresponding derivative liability will be reclassified asequity.

3

----

Table of Contents

The accompanying financial statements forthe three months ended and the period from inception toSeptember  30,  2005 have been restated to effect thechanges described above. The impact of the adjustments related to theclassification of and accounting for the warrants for the period frominception to September  30,  2005 and for the three monthsended September  30,  2005 are summarizedbelow: 

Statement ofOperations

|                                           |  |  |                                                                |   |           |            |  |  |            |   |         |   |  |  |  |   |            |  |
|-------------------------------------------|--|--|----------------------------------------------------------------|---|-----------|------------|--|--|------------|---|---------|---|--|--|--|---|------------|--|
|                                      |  |  | Forthe Period January 6, 2005 (inception) to September 30,2005 |
|                                      |  |  | AsPreviouslyReported                                           |   |           | Adjustment |  |  | AsRestated |
| Interestincome                            |  |  |                                                                | $ | 614,883   |            |  |  |            | $ | — |   |  |  |  | $ | 614,883    |  |
| Gainfrom derivativeliabilities            |  |  |                                                                |   |      |            |  |  |            |   | 18,408  |   |  |  |  |   | 18,408     |  |
| Formationand operatingcost                |  |  |                                                                |   | 54,917    |            |  |  |            |   |    |   |  |  |  |   | 54,917     |  |
| Interestexpense                           |  |  |                                                                |   | 1,265     |            |  |  |            |   |    |   |  |  |  |   | 1,265      |  |
| Netincome(loss)                           |  |  |                                                                | $ | 558,701   |            |  |  |            | $ | (18,408 | ) |  |  |  | $ | 557,109    |  |
| Basicearnings (loss) pershare             |  |  |                                                                | $ | 0.06      |            |  |  |            | $ | — |   |  |  |  | $ | 0.06       |  |
| Dilutedearnings (loss) pershare           |  |  |                                                                | $ | 0.06      |            |  |  |            | $ | (0.01   | ) |  |  |  | $ | 0.05       |  |
| Basicweighted average sharesoutstanding   |  |  |                                                                |   | 9,883,134 |            |  |  |            |   |    |   |  |  |  |   | 9,883,134  |  |
| Dilutedweighted average sharesoutstanding |  |  |                                                                |   | 9,883,134 |            |  |  |            |   | 692,218 |   |  |  |  |   | 10,575,352 |  |
|                                           |

|                                           |  |  |                                             |   |            |            |  |  |            |   |           |   |  |  |  |   |            |  |
|-------------------------------------------|--|--|---------------------------------------------|---|------------|------------|--|--|------------|---|-----------|---|--|--|--|---|------------|--|
|                                      |  |  | Forthe three months endedSeptember  30,3005 |
|                                      |  |  | AsPreviously Reported                       |   |            | Adjustment |  |  | AsRestated |
| Interestincome                            |  |  |                                             | $ | 614,883    |            |  |  |            | $ | —   |   |  |  |  | $ | 614,883    |  |
| Gainfrom derivativeliabilities            |  |  |                                             |   |       |            |  |  |            |   | 18,408    |   |  |  |  |   | 18,408     |  |
| Formationand operatingcost                |  |  |                                             |   | 53,951     |            |  |  |            |   |      |   |  |  |  |   | 53,951     |  |
| Netincome                                 |  |  |                                             | $ | 579,178    |            |  |  |            | $ | (18,408   | ) |  |  |  | $ | 579,178    |  |
| Basicearnings pershare                    |  |  |                                             | $ | 0.03       |            |  |  |            | $ | —   |   |  |  |  | $ | 0.03       |  |
| Dilutedearnings pershare                  |  |  |                                             | $ | 0.03       |            |  |  |            | $ | —   |   |  |  |  | $ | 0.03       |  |
| Basicweighted average sharesoutstanding   |  |  |                                             |   | 20,038,043 |            |  |  |            |   | —   |   |  |  |  |   | 29,038,043 |  |
| Dilutedweighted average sharesoutstanding |  |  |                                             |   | 20,038,043 |            |  |  |            |   | 2,249,216 |   |  |  |  |   | 22,287,259 |  |
|                                           |

4

----

Table of Contents

Balance Sheet Impact

Thefollowing table sets forth the effects of the restatement adjustmentson the Company’s consolidated balance sheet as ofSeptember  30,  2005:

|                                                                                                                                                                        |  |  |                      |   |             |            |  |  |                  |   |             |   |  |  |  |   |             |  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|----------------------|---|-------------|------------|--|--|------------------|---|-------------|---|--|--|--|---|-------------|--|
|                                                                                                                                                                   |  |  | September30,2005     |   |             |       |  |  | September30,2005 |
|                                                                                                                                                                   |  |  | AsPreviouslyReported |   |             | Adjustment |  |  | (AsRestated)     |
| ASSETS                                                                                                                                                                 |  |  |                      |   |        |            |  |  |                  |   |        |   |  |  |  |   |        |  |
| Currentassets                                                                                                                                                          |  |  |                      |   |        |            |  |  |                  |   |        |   |  |  |  |   |        |  |
| Cash                                                                                                                                                                   |  |  |                      | $ | 1,113,757   |            |  |  |                  | $ | —     |   |  |  |  | $ | 1,113,757   |  |
| Cashheld intrust                                                                                                                                                       |  |  |                      |   | 127,334,883 |            |  |  |                  |   |        |   |  |  |  |   | 127,334,883 |  |
| Totalcurrentassets                                                                                                                                                     |  |  |                      | $ | 128,535,506 |            |  |  |                  | $ | —     |   |  |  |  | $ | 128,535,506 |  |
| LIABILITIESAND STOCKHOLDERS'EQUITY                                                                                                                                     |  |  |                      |   |        |            |  |  |                  |   |        |   |  |  |  |   |        |  |
| Currentliabilities:                                                                                                                                                    |  |  |                      |   |        |            |  |  |                  |   |        |   |  |  |  |   |        |  |
| Accruedexpenses                                                                                                                                                        |  |  |                      | $ | 109,325     |            |  |  |                  | $ | —     |   |  |  |  | $ | 109,325     |  |
| Derivativeliabilities                                                                                                                                                  |  |  |                      |   |        |            |  |  |                  |   | 16,093,315  |   |  |  |  |   | 16,093,315  |  |
| Totalcurrentliabilities                                                                                                                                                |  |  |                      |   | 109,325     |            |  |  |                  |   | 16,093,315  |   |  |  |  |   | 16,202,640  |  |
| 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                                                                                                                                          |  |  |                      |   | 102,605,107 |            |  |  |                  |   | (16,111,723 | ) |  |  |  |   | 86,493,384  |  |
| Equityaccumulated during the developmentstage                                                                                                                          |  |  |                      |   | 558,701     |            |  |  |                  |   | 18,408      |   |  |  |  |   | 577,109     |  |
| Totalstockholders'equity                                                                                                                                               |  |  |                      |   | 103,184,808 |            |  |  |                  |   | (16,093,315 | ) |  |  |  |   | 87,091,493  |  |
| Totalliabilities and stockholders'equity                                                                                                                               |  |  |                      | $ | 128,535,506 |            |  |  |                  | $ | —     |   |  |  |  | $ | 128,535,506 |  |
|                                                                                                                                                                        |

Item3.    Quantitative and Qualitative Disclosures About MarketRisk.

Market risk is the sensitivity of income to changes ininterest rates, foreign exchanges, commodity prices, equity prices, andother market-driven rates or prices. We are not presently engaged inand, if a suitable business target is not identified by us prior to theprescribed liquidation date of the trust fund, we may not engage in,any substantive commercial business. Accordingly, we are not and, untilsuch time as we consummate a business combination, we will not be,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 of 1940.Given our limited risk in our exposure to money market funds, we do notview the interest rate risk to be significant.

Item4.    Controls and Procedures.

Our management carried out anevaluation, with the participation of our chief executive officer(principal executive, financial, and accounting officer), of theeffectiveness of our disclosure controls and procedures as ofSeptember  30,  2005. Based upon that evaluation, our chiefexecutive officer concluded that our disclosure controls and procedureswere effective to ensure that information required to be disclosed byus in reports that we file or submit under the Securities Exchange Actof 1934 is recorded, processed, summarized, and reported within thetime periods specified in the rules and forms of the Securities andExchange Commission.

5

----

Table of Contents

There has not been any change in ourinternal control over financial reporting in connection with theevaluation required by Rule 13a-15(d) under the Exchange Act thatoccurred during the quarter ended September  30,  2005,that has materially affected, or is reasonably likely to materiallyaffect, our internal control over financial reporting.

PART II– OTHER INFORMATION

Item 1.    LegalProceedings.

There are no material legal proceedings pendingagainst us.

Item 2.    Unregistered Sales of Equity Securitiesand Use of Proceeds.

On July  6,  2005, weconsummated our initial public offering of 15,000,000 units. OnJuly  7,  2005, we consummated the closing of an additional2,250,000 units that were subject to the underwriters’over-allotment option. Each unit consists of one share of common stockand one redeemable common stock purchase warrant. Each warrantentitles the holder to purchase from us one share of our common stockat an exercise price of $6.00. The units were sold at anoffering price of $8.00 per unit, generating total gross proceeds of$138,000,000. Broadband Capital Management LLC acted as leadunderwriter. The securities sold in the offering were registeredunder the Securities Act of 1933 on a registration statement on FormS-1 (No. 333-122812). The Securities and Exchange Commission declaredthe registration statement effective on June  29,2005.

We paid a total of $8,280,000 in underwriting discounts andcommissions, and approximately $1,881,800 has been paid for costs andexpenses related to the offering.

After deducting theunderwriting discounts and commissions and the offering expenses, thetotal net proceeds to us from the offering were approximately$127,838,200, of which $126,720,000 was deposited into a trust fund (or$7.35 per unit sold in the offering) and the remaining proceeds areavailable to be used to provide for business, legal and accounting duediligence on prospective business combinations and continuing generaland administrative expenses.

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

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 |  |  |  | Section302 Certification of Chief ExecutiveOfficer  |
|  | 31 | .2 |  |  |  | Section 302 Certification ofChief Financial Officer |
|  | 32 | .1 |  |  |  | Section 906Certification                            |
|  |

6

----

Table of Contents

SIGNATURES

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

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

----