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UNITEDSTATESSECURITIES AND EXCHANGECOMMISSIONWashington, DC20549

FORM10-Q

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|   | QUARTERLY REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 |

For the quarterly period ended June 30,2006or

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|   | TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 |

For the transition period from                     to                    

Commission file number:001-32552

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SERVICES ACQUISITION CORP.INTERNATIONAL

(Exact name of registrant asspecified in itscharter)

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

(954) 713-1165Registrant’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 90days.    Yes       No   

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

As ofAugust 8, 2006, 21,000,000 shares of the registrant’s commonstock, par value $0.001 per share, wereoutstanding.

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SERVICESACQUISITION CORP. INTERNATIONALTable ofContents

|                                                                                                                   |  |  |  |  |        |  |
|-------------------------------------------------------------------------------------------------------------------|--|--|--|--|--------|--|
| PARTI — FINANCIAL INFORMATION                                                                               |  |  |  |  |   |  |
| Item1.    FinancialStatements                                                                 |  |  |  |  | 2      |  |
| CondensedConsolidated BalanceSheets                                                                               |  |  |  |  | 2      |  |
| Condensed ConsolidatedStatements of Operations                                                                    |  |  |  |  | 3      |  |
| CondensedConsolidated Statement of CashFlows                                                                      |  |  |  |  | 4      |  |
| Notes to CondensedConsolidated Financial Statements                                                               |  |  |  |  | 5      |  |
| Item2.    Management's Discussion and Analysis of FinancialCondition and Results ofOperations |  |  |  |  | 11     |  |
| Item3.    Quantitative and Qualitative Disclosures about MarketRisk                           |  |  |  |  | 15     |  |
| Item 4.    Controls andProcedures                                                             |  |  |  |  | 15     |  |
| PART II— OTHER INFORMATION                                                                                  |  |  |  |  |   |  |
| Item1.    Legal Proceedings                                                                   |  |  |  |  | 17     |  |
| Item 1A.Risk Factors                                                                                              |  |  |  |  | 17     |  |
| Item2.    Unregistered Sales of Equity Securities and Use ofProceeds                          |  |  |  |  | 17     |  |
| Item 3.    Defaultsupon Senior Securities                                                     |  |  |  |  | 17     |  |
| Item4.    Submission of Matters to a Vote of SecurityHolders                                  |  |  |  |  | 17     |  |
| Item 5.    OtherInformation                                                                   |  |  |  |  | 17     |  |
| Item6.    Exhibits                                                                            |  |  |  |  | 17     |  |
| SIGNATURES                                                                                                        |  |  |  |  | 18     |  |
|                                                                                                                   |

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PART I— FINANCIAL INFORMATION

Item 1.    FinancialStatements.

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

CONDENSED CONSOLIDATED BALANCESHEETS

|                                                                                                                                                                         |  |  |                         |   |             |                             |  |  |  |   |             |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|-------------------------|---|-------------|-----------------------------|--|--|--|---|-------------|--|
|                                                                                                                                                                    |  |  | June 30, 2006 |   |             | December 31, 2005 |
|                                                                                                                                                                    |  |  | (unaudited)             |   |             | (AsRestated)           |
| ASSETS                                                                                                                                                                  |  |  |                         |   |        |                             |  |  |  |   |        |  |
| Currentassets                                                                                                                                                           |  |  |                         |   |        |                             |  |  |  |   |        |  |
| Cash                                                                                                                                                                    |  |  |                         | $ | 302,207     |                             |  |  |  | $ | 976,915     |  |
| Prepaidexpenses and otherassets                                                                                                                                         |  |  |                         |   | 47,534      |                             |  |  |  |   | 56,772      |  |
| Totalcurrentassets                                                                                                                                                      |  |  |                         |   | 349,741     |                             |  |  |  |   | 1,033,687   |  |
| Otherassets                                                                                                                                                             |  |  |                         |   |        |                             |  |  |  |   |        |  |
| Cash held intrust                                                                                                                                                       |  |  |                         |   | 130,131,537 |                             |  |  |  |   | 128,174,091 |  |
| Deferredtransactioncosts                                                                                                                                                |  |  |                         |   | 1,566,138   |                             |  |  |  |   |        |  |
| Totalassets                                                                                                                                                             |  |  |                         | $ | 132,047,416 |                             |  |  |  | $ | 129,207,778 |  |
| LIABILITIESAND STOCKHOLDERS’EQUITY                                                                                                                                |  |  |                         |   |        |                             |  |  |  |   |        |  |
| Currentliabilities                                                                                                                                                      |  |  |                         |   |        |                             |  |  |  |   |        |  |
| Accountspayable                                                                                                                                                         |  |  |                         | $ | 471,900     |                             |  |  |  | $ | 54,919      |  |
| Accruedexpenses                                                                                                                                                         |  |  |                         |   | 945,804     |                             |  |  |  |   | 114,933     |  |
| Derivativeliabilities                                                                                                                                                   |  |  |                         |   | 69,765,000  |                             |  |  |  |   | 13,987,103  |  |
| Totalcurrentliabilities                                                                                                                                                 |  |  |                         |   | 71,182,704  |                             |  |  |  |   | 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                                                                                                                           |  |  |                         |   | (50,890,212 | )                           |  |  |  |   | 3,295,899   |  |
| Totalstockholders’equity                                                                                                                                          |  |  |                         |   | 35,623,339  |                             |  |  |  |   | 89,809,450  |  |
| Totalliabilities and stockholders’equity                                                                                                                          |  |  |                         | $ | 132,047,416 |                             |  |  |  | $ | 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

|                                       |  |  |                                           |   |            |                                        |  |  |                                                    |   |           |                                              |  |  |             |   |             |   |  |  |  |   |           |   |  |  |  |   |             |   |
|---------------------------------------|--|--|-------------------------------------------|---|------------|----------------------------------------|--|--|----------------------------------------------------|---|-----------|----------------------------------------------|--|--|-------------|---|-------------|---|--|--|--|---|-----------|---|--|--|--|---|-------------|---|
|                                  |  |  | Three months ended June30, |   |            | Six MonthsendedJune 30, 2006 |  |  | From inceptionto June 30, 2005 |   |           | From inceptiontoJune 30, 2006 |
|                                  |  |  | 2006                                      |   |            | 2005                                   |
|                                  |  |  | (unaudited)                               |   |            | (unaudited)                            |  |  | (unaudited)                                        |   |           | (unaudited)                                  |  |  | (unaudited) |
| Interestand dividendincome            |  |  |                                           | $ | 1,070,398  |                                        |  |  |                                                    | $ | —   |                                              |  |  |             | $ | 1,971,184   |   |  |  |  | $ | —   |   |  |  |  | $ | 3,425,275   |   |
| Gain(loss) from derivativeliabilities |  |  |                                           |   | 4,207,500  |                                        |  |  |                                                    |   | —   |                                              |  |  |             |   | (55,777,897 | ) |  |  |  |   | —   |   |  |  |  |   | (53,653,277 | ) |
| Formationand operatingcosts           |  |  |                                           |   | 107,849    |                                        |  |  |                                                    |   | 966       |                                              |  |  |             |   | 281,661     |   |  |  |  |   | 966       |   |  |  |  |   | 478,275     |   |
| Interestexpense                       |  |  |                                           |   | —    |                                        |  |  |                                                    |   | 1,103     |                                              |  |  |             |   | —     |   |  |  |  |   | 1,103     |   |  |  |  |   | 1,265       |   |
| Income(loss) beforetaxes              |  |  |                                           |   | 5,170,049  |                                        |  |  |                                                    |   | (2,069    | )                                            |  |  |             |   | (54,088,374 | ) |  |  |  |   | (2,069    | ) |  |  |  |   | (50,707,542 | ) |
| Provisionfor incometaxes              |  |  |                                           |   | 58,357     |                                        |  |  |                                                    |   | —   |                                              |  |  |             |   | 97,737      |   |  |  |  |   |      |   |  |  |  |   | 182,670     |   |
| Netincome(loss)                       |  |  |                                           | $ | 5,111,692  |                                        |  |  |                                                    | $ | (2,069    | )                                            |  |  |             | $ | (54,186,111 | ) |  |  |  | $ | (2,069    | ) |  |  |  | $ | (50,890,212 | ) |
| Weightedaverage sharesoutstanding:    |  |  |                                           |   |       |                                        |  |  |                                                    |   |      |                                              |  |  |             |   |        |   |  |  |  |   |      |   |  |  |  |   |        |   |
| Basic                                 |  |  |                                           |   | 21,000,000 |                                        |  |  |                                                    |   | 3,750,000 |                                              |  |  |             |   | 21,000,000  |   |  |  |  |   | 3,532,897 |   |  |  |  |   | 15,636,647  |   |
| Diluted                               |  |  |                                           |   | 28,951,657 |                                        |  |  |                                                    |   | 3,750,000 |                                              |  |  |             |   | 21,000,000  |   |  |  |  |   | 3,532,897 |   |  |  |  |   | 15,636,647  |   |
| Netincome (loss) per share,basic      |  |  |                                           | $ | 0.24       |                                        |  |  |                                                    | $ | (0.00     | )                                            |  |  |             | $ | (2.58       | ) |  |  |  | $ | (0.00     | ) |  |  |  | $ | (3.25       | ) |
| Netincome (loss) per share,diluted    |  |  |                                           | $ | 0.18       |                                        |  |  |                                                    | $ | (0.00     | )                                            |  |  |             | $ | (2.58       | ) |  |  |  | $ | (0.00     | ) |  |  |  | $ | (3.25       | ) |
|                                       |

Seeaccompanying notes to financial statements.

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

CONDENSED CONSOLIDATED STATEMENTS OFCASH FLOWS

|                                                                                         |  |  |                                  |   |             |                                                    |  |  |                                                    |   |          |   |  |  |  |   |              |   |
|-----------------------------------------------------------------------------------------|--|--|----------------------------------|---|-------------|----------------------------------------------------|--|--|----------------------------------------------------|---|----------|---|--|--|--|---|--------------|---|
|                                                                                    |  |  | Sixmonths endedJune30, 2006 |   |             | From inceptionto June 30, 2005 |  |  | From inceptionto June 30, 2006 |
|                                                                                    |  |  | (unaudited)                      |   |             | (unaudited,As Restated)                            |  |  | (unaudited, AsRestated)                            |
| Cash flows from operatingactivities                                                     |  |  |                                  |   |        |                                                    |  |  |                                                    |   |     |   |  |  |  |   |         |   |
| Netloss                                                                                 |  |  |                                  | $ | (54,186,111 | )                                                  |  |  |                                                    | $ | (2,069   | ) |  |  |  | $ | (50,890,212  | ) |
| Adjustmentsto reconcile net loss to net cash provided by (used in) operatingactivities: |  |  |                                  |   |        |                                                    |  |  |                                                    |   |     |   |  |  |  |   |         |   |
| Derivativeliabilities                                                                   |  |  |                                  |   | 55,777,897  |                                                    |  |  |                                                    |   | —  |   |  |  |  |   | 53,653,277   |   |
| Increase(decrease) in cash attributable to changein                                     |  |  |                                  |   |        |                                                    |  |  |                                                    |   |     |   |  |  |  |   |         |   |
| Deferredtransactioncosts                                                                |  |  |                                  |   | (1,566,138  | )                                                  |  |  |                                                    |   | —  |   |  |  |  |   | (1,566,138   | ) |
| Prepaidexpenses                                                                         |  |  |                                  |   | 9,238       |                                                    |  |  |                                                    |   | —  |   |  |  |  |   | (47,534      | ) |
| Accountspayable and accruedexpenses                                                     |  |  |                                  |   | 1,247,852   |                                                    |  |  |                                                    |   | 1,103    |   |  |  |  |   | 1,417,704    |   |
| Netcash provided by (used in) operatingactivities                                       |  |  |                                  |   | 1,282,738   |                                                    |  |  |                                                    |   | (966     | ) |  |  |  |   | 2,567,097    |   |
| Cashflows from financingactivities                                                      |  |  |                                  |   |        |                                                    |  |  |                                                    |   |     |   |  |  |  |   |         |   |
| Proceedsfrom note payable,stockholders                                                  |  |  |                                  |   | —     |                                                    |  |  |                                                    |   | 160,000  |   |  |  |  |   | 160,000      |   |
| Paymentof note payable,stockholders                                                     |  |  |                                  |   | —     |                                                    |  |  |                                                    |   | —  |   |  |  |  |   | (160,000     | ) |
| Proceedsfrom sale ofstock                                                               |  |  |                                  |   | —     |                                                    |  |  |                                                    |   | 29,179   |   |  |  |  |   | 29,179       |   |
| Grossproceeds of publicoffering                                                         |  |  |                                  |   | —     |                                                    |  |  |                                                    |   | —  |   |  |  |  |   | 120,000,000  |   |
| Paymentsof costs of publicoffering                                                      |  |  |                                  |   | —     |                                                    |  |  |                                                    |   | (176,734 | ) |  |  |  |   | (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                                                 |  |  |                                  |   | —     |                                                    |  |  |                                                    |   | 12,445   |   |  |  |  |   | 127,866,647  |   |
| Netcash used in investing activity, cash held intrust                                   |  |  |                                  |   | (1,957,446  | )                                                  |  |  |                                                    |   | —  |   |  |  |  |   | (130,131,537 | ) |
| Net(decrease) increase incash                                                           |  |  |                                  |   | (674,708    | )                                                  |  |  |                                                    |   | 11,479   |   |  |  |  |   | 302,207      |   |
| Cash,beginning ofperiod                                                                 |  |  |                                  |   | 976,915     |                                                    |  |  |                                                    |   | —  |   |  |  |  |   | —      |   |
| Cash,end ofperiod                                                                       |  |  |                                  | $ | 302,207     |                                                    |  |  |                                                    | $ | 11,479   |   |  |  |  | $ | 302,207      |   |
| Supplementalschedule of non-cash financingactivities:                                   |  |  |                                  |   |        |                                                    |
| Accrual of offeringcosts                                                                |  |  |                                  | $ | 1,173,793   |                                                    |  |  |                                                    |   | 73,750   |   |  |  |  | $ | 1,173,793    |   |
|                                                                                         |

Seeaccompanying notes to financialstatements.

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SERVICES ACQUISITION CORP. INTERNATIONALAND SUBSIDIARY

Notes to Unaudited Condensed ConsolidatedFinancial Statements

The unaudited condensed consolidatedfinancial statements include the accounts of Services Acquisition Corp.International and its wholly owned subsidiary, JJC Acquisition Company,collectively (the ‘‘Company’’). Theunaudited condensed consolidated financial statements for the three andsix months ended June  30,  2006 and for the period fromJanuary 6, 2005 (inception) to June  30,  2005 and2006, respectively, included herein have been prepared in accordancewith the instructions for Form 10-Q under the SecuritiesExchange Act of 1934, as amended, and Article 10 of RegulationS-X under the Securities Act of 1933, as amended. Certain informationand footnote disclosures normally included in financial statementsprepared in conformity with accounting principles generally accepted inthe United States of America have been condensed or omitted pursuant tosuch rules and regulations relating to interim financialstatements.

In the opinion of management, the accompanyingunaudited condensed consolidated financial statements contain allmaterial adjustments necessary to present fairly the Company’sfinancial position as of June  30,  2006 and the results ofits operations for the three and six months ended June30,  2006, and for the period from January 6, 2005(inception) to June  30,  2006 and 2005, respectively andcash flows for the six months ended June  30,  2006, andfor the period from January 6, 2005 (inception) to June30,  2005 and 2006, respectively. The results of operations forthe three months ended June  30,  2006 and 2005, the sixmonths ended June  30,  2006 and for the period fromJanuary 6, 2005 (inception) to June  30,  2005, 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 2005 Form 10-K/A. The results of operations forthe six months ended June  30,  2006, are not necessarilyindicative of the results to be expected for the fullyear. Certain financial information and footnote disclosuresnormally included in financial statements prepared in accordance withaccounting principles generally accepted in the United States ofAmerica have been condensed oromitted. 

1.       Nature of operations and summaryof significant accounting policies

The Company was incorporatedin Delaware on 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 an operatingbusiness. The Company selected December 31 as its fiscal yearend. On March 9, 2006, Services Acquisition Corp. Internationalincorporated a wholly-owned subsidiary, JJ Acquisition Company(‘‘JJC’’). As of June30,  2006, there are no assets or liabilities and there was noactivity for JJC.

The registration statement for theCompany’s initial public offering (the‘‘Offering’’) was declared effectiveJune 29, 2005. The Company consummated the offering onJuly 6, 2005 and received net proceeds of approximately$110,917,000 and executed the over-allotment option offering onJuly 7, 2005 and received net proceeds of approximately$16,920,000. The Company’s management has broad discretion withrespect to the specific application of the net proceeds of theOffering, 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 with recurring revenue. Thesuccess and ongoing profitability of such business will not necessarilybe predicated on continually generating new revenue, but rather onforging a valued bond for which switching costs may be high oralternatives of lower value. Within this context, the Company expectsto seek companies displaying a number of characteristics: recurringrevenues, focus on a service rather than a product, high gross margins,stable cash flow and opportunities for organic and acquisitiongrowth.

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Upon the closing of the Offering, an amountof $126,720,000 was placed in a trust account at JP Morgan Chase NYBank maintained by Continental Stock Transfer & TrustCompany to be invested until the earlier of (i) the consummationof the Company’s first business combination or (ii) theliquidation of the Company. As of June  30,  2006, thebalance in the trust account is $130,131,357. The remaining proceedsare available to the Company to pay for business, legal andaccounting due diligence on prospective acquisitions and continuinggeneral and administrative expenses.

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 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 in theTrust 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 holding 19.99%of the aggregate number of shares owned by all Public Stockholders mayseek redemption of their shares in the event of a business combination.Such Public Stockholders are entitled to receive their pro ratainterest in the trust fund computed without regard to the shares heldby Initial Stockholders. As of June  30,  2006, the prorata interest in the trust fund was $7.54 per share.

TheCompany’s Certificate of Incorporation provides for mandatoryliquidation of the Company, without stockholder approval, in the eventthat the Company does not consummate a business combination within 18months from the date of the consummation of the Offering, or 24 monthsfrom the consummation of the Offering, if certain extension criteriahave been satisfied. In the event of liquidation, it is likely that theper share value of the residual assets remaining available fordistribution (including trust fund assets) will be less than theoffering price per share in the Offering.

The Company formed JJCAcquisition Company (a wholly owned subsidiary), a Californiacorporation, on March 9, 2006 for the sole purpose of theacquisition of Jamba Juice Company, as described in Note 4 below. Thereis no assurance that the Company will be successful consummating thisbusiness combination or in finding and consummating another 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.

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,’’ 

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(‘‘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 is 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 liability will also increase ordecrease, impacting the Company’s consolidated statement ofoperations.

Fair values for exchange-traded securities andderivatives are based on quoted market prices. Where market prices arenot readily available, fair values are determined using market basedpricing models incorporating readily observable market data andrequiring judgment and estimates. The purchase option to purchase750,000 shares is considered an equity instrument, as the underlyingshares do not need to be registered, and all other criteria to beaccounted for as an equity instrument have been fulfilled. The embeddedderivative, the warrant to purchase 750,000 shares for $7.50 each,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 itsstatement of financial position from being treated as derivativeinstruments. We have determined that the option to purchase 750,000units, each unit consisting of one warrant and one share of commonstock, is a derivative that also contains an embedded derivative. Theoption to purchase 750,000 shares of common stock and the warrant topurchase an additional 750,000 shares, the latter being the embeddedderivative, are separately valued and accounted for on theCompany’s balance sheet. While the warrant to purchase theadditional 750,000 shares is indexed to the Company’s commonstock, the fact that the shares underlying the warrants require futureregistration in accordance with the warrant agreement, requires theCompany to classify these instruments as a liability in accordance withEITF 00-19, paragraph 14.

As such, the option to purchase750,000 units is considered an equity instrument, as the underlyingshares do not need to be registered, and all other criteria in EITF00-19 required for the instrument to be accounted for as an equityinstrument have been fulfilled. The embedded derivative which is thewarrant to purchase 750,000 shares for $7.50 each, follows the sameaccounting guidelines as the 17,250,000 warrants disclosed in our10-K/A and is considered a liability. These derivative liabilities havebeen, and will continue to be adjusted to fair value in our quarterlyfilings.

The Company performed a valuation of the option topurchase 750,000 units, and then allocated its fair value to its twocomponents, the underlying 750,000 shares and the embedded warrant topurchase an additional 750,000 shares. The fair value at inception wascalculated at $894,909, or $1.19 per unit, of which $653,186 wasallocated to the purchase option of 750,000 shares and $241,723 wasallocated to the warrants to purchase an additional 750,000 shares,according to their respective fair values.

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

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In particular, the Company uses volatilityrates based upon a sample of comparable companies in its industry,special purpose acquisition corporations. At the time a company to beacquired has been identified and agreements to acquire are in place,the volatility rates will be based on comparable companies to theacquired company. The Company uses a risk-free interest rate, which isthe rate on U. S. Treasury instruments, for a security with a maturitythat approximates the estimated remaining contractual lifeof the derivative. The volatility factor used in Black Scholeshas a significant effect on the resulting valuation of the derivativeliabilities on the Company’s balance sheet. The volatility forthe calculation of the embedded derivatives was approximated at41.4%, this volatility-rate will likely change in the future.The Company uses the closing market price of its common stock at theend of a quarter when a derivative is valued at fair value. TheCompany’s stock price will also change in the future. To theextent that the Company’s stock price increases or decreases,its derivative liabilities will also increase or decrease, absent anychange in volatility rates and risk-free interest rates.

Incomeper Common Share

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 six months ended June30,  2006, the dilutive potential common shares were not includedin the computation of diluted loss per share, because the inclusion ofconvertible warrants would be anti-dilutive or because the exerciseprices were greater than the average market prices of the commonshares. The dilutive impact of 6,830,604 shares and 3,699,376 sharesfrom the 18,000,000 warrants outstanding with exercise prices rangingfrom $6.00 to $10.00 were not included in the computation of dilutedloss per share in the six months ended June  30,  2006 andperiod from inception to June  30,  2006 and 2005,respectively, since their inclusion would be antidilutive.

Useof Estimates

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 with SFAS109, ‘‘Accounting for Income Taxes,’’ whichrequires an asset and liability approach to financial accounting andreporting for income taxes. Deferred income tax assets and liabilitiesare computed for differences between the financial statement and taxbasis of assets and liabilities that will result in future taxable ordeductible amounts, based on enacted tax laws and rates applicable tothe periods in which the differences are expected to affect taxableincome. Valuation allowances are established, when necessary, to reducedeferred tax assets to the amount expected to berealized.

Principles of Consolidation

The consolidatedfinancial statements include the accounts of Services Acquisition Corp.International and its wholly owned subsidiary. All significantintercompany transactions and balances have been eliminated inconsolidation.

2.       Deferred transactioncosts

Deferred transaction costs consist principally ofaccounting fees, legal fees and other fees incurred through the balancesheet date that are related to the proposed private placement and theproposed 

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acquisition discussed in Note 4. Deferredtransaction costs related to the proposed acquisition will be chargedto expense if the acquisition is not consummated or included in theallocation of purchase price should the transaction beconsummated.

3.       Commitments andcontingencies

The Company has agreed to pay up to $7,500 a monthin total for office space and general and administrative expense to arelated entity and two stockholders. Upon completion of a businesscombination or liquidation, the Company will no longer be required topay these monthly fees. The monthly fee commenced on July 6,2005.

The Company sold an option to purchase up to a total of750,000 units to the representative of the underwriter for $100. Theunits issuable upon exercise of this option are identical to thoseoffered by the Company in the Offering 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 unit commencing onthe later of the consummation of a business combination and one yearfrom the date of the Offering and expiring five years from the date ofthe Offering. 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 hasnot confirmed 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.       Proposed Acquisition

OnMarch 10, 2006, the Company entered into an Agreement and Planof Merger (‘‘Merger Agreement’’) with JJCAcquisition Company (‘‘JJC’’), awholly-owned California corporate subsidiary of the Company, and JambaJuice Company, a California corporation (‘‘JambaJuice’’), pursuant to which JJC will merge into JambaJuice and Jamba Juice will become a wholly-owned subsidiary of theCompany. Following completion of the merger, it is anticipated that theCompany will change its name to Jamba, Inc. Because the Companywill have no other operating business following the merger, Jamba Juicewill effectively become a public company at the conclusion of themerger. Jamba Juice is headquartered in San Francisco, California.Jamba Juice as of April 4, 2006 has 325 company owned locationsand 213 franchise locations operating in 24 states, the District ofColumbia and the Bahamas.

The Merger Agreement provides that atthe closing of the merger, the Jamba Juice stockholders, subject tocertain holdbacks and less (i) $16,000,000 for the assumption bythe Company of Jamba 

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Juice’s line of credit and(ii) all third-party expenses incurred by Jamba Juice inconnection with the merger, including without limitation, all legal,accounting, financial advisory, consulting and all other fees andexpenses of third parties incurred by Jamba Juice in connection withthe negotiation and completion of the Merger Agreement and thetransactions contemplated thereby, will be paid an aggregate of$265,000,000, in cash, for all of the outstanding capital stock ofJamba Juice and the value of all shares of Jamba Juice capital stockissuable 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, the Company enteredinto Securities Purchase Agreements and Registration Rights Agreements,with prospective 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 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 the acquisition isnot consummated, the $1,566,138 of deferred transaction costs,classified on the balance sheet as other assets, will be immediatelyexpensed.

5.       Liquidity

The Company’scurrent cash position is approximately $300,000. The Company currentlyhas outstanding payables, accrued expenses and liabilities ofapproximately $1.4  million. The Company’s short termliabilities exceed our available cash position by approximately $1.1million.

In the event the business combination is not consummatedwithin the agreed upon time period, the Company does not believe itwill have sufficient available funds outside of the trust fund tooperate through July 6, 2007. The Company has incurredapproximately $1.2  million in expenses for legal, accounting andother expenses attendant to the due diligence investigations,structuring and negotiating of the business combination. The Companybelieves that it will likely be forced to liquidate should the businesscombination with Jamba Juice not beconsummated.

6.       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.

7.       Subsequent events

OnAugust  2,  2006, the Company entered into an amendmentwith Jamba Juice Company, a California corporation, to the previouslyannounced Agreement and Plan of Merger(‘‘Agreement’’) among SACI, JJC AcquisitionCompany, a California corporation and a wholly-owned subsidiary of SACIand Jamba Juice Company dated as of March  10,  2006. TheAgreement was amended such that the Agreement may be terminated byeither SACI or Jamba Juice Company if the closing shall not haveoccurred by September  15,  2006.

In addition, inAugust  2006, SACI entered into amendments to the previouslyannounced Securities Purchase Agreements dated as of March10,  2006 and March  15,  2006, respectively. TheSecurities Purchase Agreements were amended such that the date by whichthe purchasers thereunder may terminate the agreements was extendeduntil September  15,  2006.

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

The Private SecuritiesLitigation Reform Act of 1995 (the Reform Act) provides a safe harborfor forward-looking statements made by or on behalf of the Company. Weand our representatives may, 

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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 of theSecurities Act of 1933 and Section 21E of the Securities Exchange Actof 1934 and that are intended to come within the safe harbor protectionprovided by those sections. All statements addressing operatingperformance, events, or developments that we expect or anticipate willoccur in the future, including statements relating to earnings orearnings per share growth, as well as statements expressing optimism orpessimism about future operating results, are forward-lookingstatements within the meaning of the Reform Act.

Theforward-looking statements are and will be based upon ourmanagement’s then-current views and assumptions regarding futureevents and operating performance, and are applicable only as of thedates of such statements. We undertake no obligation to update orrevise any forward-looking statements, whether as a result of newinformation, future events, or otherwise. By their nature, allforward-looking statements involve risks and uncertainties. Actualresults, expenses, cash flows, financial condition, and net income, aswell as factors such as our capability in identifying a target businessand be able to consummate the merger transaction may differ materiallyfrom those contemplated by the forward-looking statements or thosecurrently being experienced by the Company for a number ofreasons.

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

Since our initial public offering, we have beenactively engaged in sourcing a suitable business combination candidate.We have met with target companies, service professionals and otherintermediaries to discuss with them our company, the background of ourmanagement and our combination preferences. In the course of thesediscussions, we have also spent time explaining the capital structureof the initial public offering, the combination approval process, andthe timeline under which we are operating before the proceeds of theoffering are returned to investors. Consistent with the disclosures inour prospectus, 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 the fundamentaldrivers of alternative investment vehicles like our company arebecoming more accepted by investors and potential business combinationtargets; these include a difficult IPO environment, a cash-richinvestment community looking for differentiated opportunities forincremental 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 allottedtime.

Developments in Finding a Suitable BusinessTarget

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 to Jamba, Inc.Because the Company will have no other operating business following themerger, Jamba Juice will effectively become a public company at theconclusion of the merger. Jamba Juice is 

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headquartered in San Francisco, California.Jamba Juice as of April  4,  2006 has 325 company ownedlocations and 213 franchise locations operating in 24 states, theDistrict of Columbia and the Bahamas.

The Merger Agreementprovides that at the closing of the merger, the Jamba Juicestockholders, subject to certain holdbacks and less (i) $16,000,000 forthe assumption by the Company of Jamba Juice’s line of creditand (ii) all third-party and expenses incurred by Jamba Juice inconnection with the merger, including without limitation, all legal,accounting, financial advisory, consulting and all other fees andexpenses of third parties incurred by Jamba Juice in connection withthe negotiation and completion of the Merger Agreement and thetransactions contemplated thereby, will be paid an aggregate of$265,000,000, in cash, for all of the outstanding capital stock ofJamba Juice and the value of all shares of Jamba Juice capital stockissuable 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 corporate organization andsimilar corporate matters, (b) capitalization, (c) the authorization,performance and enforceability of the Merger Agreement, (d) licensesand permits, (e) taxes, (f) absence of undisclosed liabilities, (g)holding of leases and ownership of other properties, (h) materialcontracts, (i) title and condition of assets, (j) absence of certainchanges, (k) employee and employee benefits matters, (l) compliancewith applicable laws, (m) absence of litigation, (n) environmentalmatters, (o) franchise matters and (p) insurance.

The Company andJamba Juice 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 party shallobtain all necessary approvals, including stockholder and governmentalapprovals; (ii) each party shall protect confidential information andmaintain the confidentiality of the other’s proprietaryinformation; and (iii) until termination of the Merger Agreement(except as discussed below), not to solicit or accept an alternativeAcquisition Proposal, as such term is defined in the MergerAgreement.

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

At the effective time of the merger, JambaJuice’s obligations with respect to each outstanding unvestedoption, unexercised vested option and unexercised warrant (if amendedin a manner reasonably acceptable to the Company) will be assumed bythe Company, and the Company shall thereafter be obligated to issueCompany common stock upon the exercise thereof. Each Jamba Juice optionassumed by the Company shall be re-issued so that the option holderwill retain the same as percentage discount the holder has compared tothe Company’s shares fair value at the time of closing,considering exercise price of the option and the fair value of JambaJuice’s shares at $6.03 per share. Furthermore, the totalbargain purchase element will remain the same by adjusting the numberof options the holder will receive.

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The Merger Agreement provides forindemnification of the Company with an escrow arrangement. As the soleremedy for Jamba Juice’s indemnity obligations set forth in theMerger Agreement, at the closing the parties shall deposit $19,875,000in cash, otherwise payable to Jamba Juice’s stockholders, to beheld during the period ending one year from the closing, all inaccordance with the terms and conditions of an escrow agreement to beentered into at the closing between the Company, a representative ofthe Jamba Juice stockholders (who shall be designated by Jamba Juiceprior to the closing) and Continental Stock Transfer and Trust Company.The terms of such escrow provides that, depending on the amount of anypaid claims, pending claims or claims that have not been appliedagainst a $2,000,000 basket, $4,968,750 shall be released to the JambaJuice stockholders on each of the six-month and nine-month periodsfollowing the closing. The balance of any amounts remaining in escrowagainst which no claims have been made shall be distributed to JambaJuice’s stockholders 12 months following the closing.

Theobligations of the Company to consummate the merger are subject toclosing conditions, including: (i) the Company stockholders shall haveapproved the transactions contemplated by the merger agreement andholders of not more than twenty percent (20%) ofCompany’s shares issued in the Company’s initial publicoffering and outstanding immediately before the closing shall haveexercised their rights to convert their shares into a pro rata share ofthe trust fund rather than approve the merger; (ii) certain of theofficers of Jamba Juice shall have entered into employment agreements;(iii) the Jamba Juice stockholders shall have approved (and havealready approved) the transactions contemplated by the MergerAgreement; (iv) on or before April  30,  2006, all JambaJuice warrants shall have either been amended in a manner reasonablyacceptable to the Company or exercised (subject to the occurrence ofthe closing); (v) holders of no more than five percent (5%) ofthe shares of any class of securities of Jamba Juice outstandingimmediately before the closing shall have taken action to exercisetheir appraisal rights pursuant to Section 1301 of the CaliforniaGeneral Corporations Law; (vi) no governmental entity shall haveenacted, issued, promulgated, enforced or entered any statute, rule,regulation, executive order, decree, injunction or other order (whethertemporary, preliminary or permanent) which has the effect of making themerger illegal 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 challenging orpreventing the merger. The obligations of Jamba Juice to consummate themerger is subject to closing conditions similar to those of theCompany, including conditions that in Company’s common stockwill be listed for trading on the AMEX or similar exchange and therewill be no action or proceeding pending or threatened against theCompany to prohibit or terminate the listing of the Company commonstock on the AMEX.

The Merger Agreement (as amended) may beterminated at any time prior to the closing, as follows: (i) by mutualwritten consent of the Company and Jamba Juice; (ii) by either Companyor Jamba Juice if a governmental entity shall have issued an order,decree or ruling or taken any other action, in any case having theeffect of permanently restraining, enjoining or otherwise prohibitingthe merger, which order, decree, ruling or other action is final andnonappealable; (iii) by either the Company or Jamba Juice, if, at theCompany special meeting, (including any adjournments thereof), theMerger Agreement and the transactions contemplated thereby shall failto be approved and adopted by the affirmative vote of the holders ofthe Company common stock, or the holders of 20% or more of thenumber of shares of Company common stock issued in Company’sinitial public offering and outstanding as of the record date exercisetheir rights to convert the shares of the Company common stock held bythem into cash in accordance with Company’s certificate ofincorporation; (iv) by either the Company or Jamba Juice if the closinghas not occurred by September  15,  2006; or (v) subject toa 30-day cure period, by either Company or Jamba Juice if the otherparty has breached any of its covenants or representations andwarranties in any material respect.

Also, as part of a privateplacement financing, on March  10,  2006 and March15,  2006, Company entered into Securities Purchase Agreementsand Registration Rights Agreements, with prospective investors(including certain current Jamba Juice stockholders and board members)that collectively provide for the issuance, simultaneously with theclosing of the merger, of approximately 30.9  million

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shares of the Company common stock, at a pershare purchase price of $7.50, resulting in aggregate gross proceeds tothe Company of approximately $231.6  million, which funds will beused to fund the merger consideration as well as additional working andexpansion capital.

In connection with the private placementfinancing, the Company also granted the investors certain registrationrights described below. Shareholder approval for the issuance of theshares of common stock and for the insider participation in the privateplacement financing is required pursuant to the rules of the AmericanStock Exchange and such approval will be sought simultaneously with theshareholder approval for the merger.

Pursuant to the RegistrationRights Agreements, 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 declaredeffective in a timely manner (within 90 days, unless not reviewed bythe Securities and Exchange Commission, of filing of the registrationstatement), then the Company may be subject to a penalty (an amountequal to 0.5% of the financing amount payable in cash to theinvestors for every 30 days such delinquencies are not cured). TheCompany may also be subject to the same penalty if the registrationstatement, once effective, ceases to be usable for a period oftime.

Comparison of Three Months Ended June  30,2006 with Three Months Ended June  30,  2005

For thethree months ended June  30,  2006, we had net income ofapproximately $5.1  million, derived from a $4.2 million gainfrom derivative liabilities resulting from a decrease in the fairmarket value of our warrants outstanding and from interest income lessoperating expenses and taxes, as compared to a loss of $2,000 derivedfrom formation and operating costs for the same period the previousyear. No interest income was generated in the three months endedJune  30,  2005 since the proceeds from the offering werenot received until July  6,  2005. Interest income isderived primarily from investment of our cash balances held in trust,which aggregated approximately $130.1  million at June30,  2006. The cash balance held in trust is invested primarilyin non-taxable securities and other investments.

Comparison ofSix Months Ended June  30,  2006 with the period frominception to June  30,  2005

For the six monthsended June  30,  2006, we had a net loss of approximately$54.2  million, derived from the loss on derivative liabilitiesresulting from an increase in the fair market value of our warrantsoutstanding, net of interest income less operating expenses and taxes,as compared to a loss of $2,000 derived primarily from formation andoperating costs for the same period the previous year. No interestincome was generated in the six months ended June  30,2005 since the proceeds from the offering were not received untilJuly  6,  2005. Interest income is derived primarily frominvestment of our cash balances held in trust, which aggregatedapproximately $130.1  million at June  30,  2006. Thecash balance held in trust is invested primarily in non-taxablesecurities and other investments.

For the period fromJanuary  6,  2005 (inception) through June30,  2006, we had a net loss of approximately $50.9million, derived from the loss on derivative liabilities resulting froman increase in the fair market value of our warrants outstanding, netof interest income less operating expenses and taxes.

Liquidityand Capital Resources

Our net proceeds from the sale of ourunits were approximately $127,838,200. Of this amount, $126,720,000 washeld in trust and interest on this amount is also held in the trust.The remaining $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’s currentcash position is approximately $300,000. We have at this pointoutstanding payables, accrued expenses and liabilities of approximately$1.4  million. Our short term liabilities exceed our availablecash position by approximately $1.1  million.

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In the event the business combination isnot consummated within the agreed upon time period, we do not believewe will have sufficient available funds outside of the trust fund tooperate through July  6,  2007. We have incurredapproximately $1.6  million in expenses for legal, accounting andother expenses attendant to the due diligence investigations,structuring and negotiating of the business combination. We believethat we will likely be forced to liquidate the Company should thebusiness combination with Jamba Juice not be consummated.

As partof a private placement financing, on March  10,  2006 andMarch  15,  2006, we entered into Securities PurchaseAgreements and Registration Rights Agreements, with prospectiveinvestors (including certain current Jamba Juice stockholders and boardmembers) that collectively provide for the issuance, simultaneouslywith the closing of the merger, of approximately 30.9  millionshares of Company common stock, at a per share purchase price of $7.50,resulting in aggregate gross proceeds to Company of approximately$231.6  million, which funds will be used to fund the mergerconsideration as well as additional working and expansion capital. Theprivate placement will only be completed upon consummation of themerger with Jamba Juice.

Related PartyTransactions

Commencing on July  6,  2005 and endingupon the acquisition of a target business, we began incurring a fee of$4,875 per month for office space and certain other additional servicesfrom SB Management Corp., an affiliate of Steven R. Berrard, ourchairman of the board and chief executive officer, and a fee of $2,625per month for general and administrative services including secretarialsupport from Mercantile Companies, Inc., an affiliate of I. StevenEdelson, our vice chairman and vice president, and Nathaniel Kramer,one of our directors. In addition, in January, March and June2005, 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 private placementfinancing, 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 of theinvestors 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 placement financing.

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 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 carried out anevaluation, with the participation of our chief executive officer(principal executive, financial, and accounting officer), of theeffectiveness of our disclosure controls 

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and procedures as of June 30, 2006.Based upon that evaluation, our chief executive officer concluded thatour disclosure controls and procedures were effective to ensure thatinformation required to be disclosed by us in reports that we file orsubmit under the Securities Exchange Act of 1934 is recorded,processed, summarized, and reported within the time periods specifiedin the rules and forms of the Securities and ExchangeCommission, and include controls and procedures designed to ensure thatinformation required to be disclosed by us in such reports isaccumulated 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 June 30, 2006, that hasmaterially affected, or is reasonably likely to materially affect, ourinternal control over financialreporting.

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PART II— OTHER INFORMATION

Item 1.    LegalProceedings.

There are no material legal proceedings pendingagainst us.

Item 1A.    Risk Factors

None.

Item2.    Unregistered Sales of Equity Securities and Use ofProceeds.

Not applicable

Item 3.    Defaultsupon Senior Securities.

Not applicable.

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

Notapplicable.

Item 5.    Other Information.

Notapplicable.

Item6.    Exhibits

31.1    Section 302 Certification ofChief Executive Officer

31.2    Section 302Certification of Chief FinancialOfficer

32.1    Section 906Certification

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SIGNATURES

Pursuant to therequirements of Section 13 or 15(d) of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to besigned on its behalf by the undersigned, thereunto dulyauthorized.

|                     |  |  |                                         |  |  |                                                                                                                                                                                                                                                                                              |
|---------------------|--|--|-----------------------------------------|--|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |  |  | SERVICES ACQUISITION CORP.INTERNATIONAL |
| Date:August 9, 2006 |  |  | By:                                     |  |  | /s/ Steven R.Berrard                                             |
|                |  |  |                                    |  |  | StevenR. Berrard                                                                                                                                                                                                                                                                             |
|                |  |  |                                    |  |  | Chairman of theBoard and Chief Executive Officer(Principal ExecutiveOfficer, Principal Financial and AccountingOfficer)                                                                                                                                                                 |
|                     |

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