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UNITEDSTATESSECURITIES AND EXCHANGECOMMISSIONWashington, DC20549

FORM10-Q

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

For the quarterly period ended September 30,2006or

    TRANSITION REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

For the transition period from                    to                    

Commissionfile number: 001-32552

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SERVICESACQUISITION CORP. INTERNATIONAL(Exact name ofregistrant as specified 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 executiveoffices)                          |  |  | (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    

Indicate by check mark whether theregistrant is a large accelerated filer, an accelerated filer or anon-accelerated filer. See definition of ‘‘acceleratedfiler and large accelerated filer’’ in Rule 12b-2of the ExchangeAct.    

|                                                |  |  |                                          |  |  |                                              |
|------------------------------------------------|--|--|------------------------------------------|--|--|----------------------------------------------|
| Largeaccelerated filer     |  |  | Acceleratedfiler     |  |  | Non-acceleratedfiler     |
|                                                |

Indicate by check markwhether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act),        Yes        No

As ofNovember 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                           |  |  |  |  | 16     |  |
| Item 4.    Controls andProcedures                                                             |  |  |  |  | 16     |  |
| PART II— OTHER INFORMATION                                                                                  |  |  |  |  |   |  |
| Item1.    Legal Proceedings                                                                   |  |  |  |  | 17     |  |
| Item1A.    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 AND SUBSIDIARY(a corporation in the developmentstage)

CONDENSED CONSOLIDATED BALANCESHEETS

|                                                                                                                                                                         |  |  |                   |   |             |                  |  |  |  |   |             |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|-------------------|---|-------------|------------------|--|--|--|---|-------------|--|
|                                                                                                                                                                    |  |  | September30, 2006 |   |             | December 31,2005 |
|                                                                                                                                                                    |  |  | (unaudited,)      |   |             | (AsRestated)     |
| ASSETS                                                                                                                                                                  |  |  |                   |   |        |                  |  |  |  |   |        |  |
| Currentassets                                                                                                                                                           |  |  |                   |   |        |                  |  |  |  |   |        |  |
| Cash                                                                                                                                                                    |  |  |                   | $ | 188,640     |                  |  |  |  | $ | 976,915     |  |
| Prepaidexpenses and otherassets                                                                                                                                         |  |  |                   |   | 39,073      |                  |  |  |  |   | 56,772      |  |
| Totalcurrentassets                                                                                                                                                      |  |  |                   |   | 227,713     |                  |  |  |  |   | 1,033,687   |  |
| Otherassets                                                                                                                                                             |  |  |                   |   |        |                  |  |  |  |   |        |  |
| Cash held intrust                                                                                                                                                       |  |  |                   |   | 131,238,861 |                  |  |  |  |   | 128,174,091 |  |
| Deferredtransactioncosts                                                                                                                                                |  |  |                   |   | 1,674,405   |                  |  |  |  |   |        |  |
| Totalassets                                                                                                                                                             |  |  |                   | $ | 133,140,979 |                  |  |  |  | $ | 129,207,778 |  |
| LIABILITIESAND STOCKHOLDERS'EQUITY                                                                                                                                      |  |  |                   |   |        |                  |  |  |  |   |        |  |
| Currentliabilities                                                                                                                                                      |  |  |                   |   |        |                  |  |  |  |   |        |  |
| Accountspayable                                                                                                                                                         |  |  |                   | $ | 714,029     |                  |  |  |  | $ | 54,919      |  |
| Accruedexpenses                                                                                                                                                         |  |  |                   |   | 911,973     |                  |  |  |  |   | 114,933     |  |
| Derivativeliabilities                                                                                                                                                   |  |  |                   |   | 55,387,500  |                  |  |  |  |   | 13,987,103  |  |
| Totalcurrentliabilities                                                                                                                                                 |  |  |                   |   | 57,013,502  |                  |  |  |  |   | 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  |  |
| Equity(deficit) accumulated during the developmentstage                                                                                                                 |  |  |                   |   | (35,627,447 | )                |  |  |  |   | 3,295,899   |  |
| Totalstockholders'equity                                                                                                                                                |  |  |                   |   | 50,886,104  |                  |  |  |  |   | 89,809,450  |  |
| Totalliabilities and stockholders'equity                                                                                                                                |  |  |                   | $ | 133,140,979 |                  |  |  |  | $ | 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 STATEMENTS OFOPERATIONS

|                                       |  |  |                                 |   |            |                                    |  |  |                                    |   |            |                                   |  |  |             |   |             |   |  |  |  |   |            |  |  |  |  |   |             |   |
|---------------------------------------|--|--|---------------------------------|---|------------|------------------------------------|--|--|------------------------------------|---|------------|-----------------------------------|--|--|-------------|---|-------------|---|--|--|--|---|------------|--|--|--|--|---|-------------|---|
|                                  |  |  | Threemonths ended September 30, |   |            | Nine MonthsendedSeptember 30, 2006 |  |  | From inceptiontoSeptember 30, 2005 |   |            | From inceptiontoSeptember 30,2006 |
|                                  |  |  | 2006                            |   |            | 2005                               |
|                                  |  |  | (unaudited)                     |   |            | (unaudited)                        |  |  | (unaudited)                        |   |            | (unaudited)                       |  |  | (unaudited) |
| Interestand dividendincome            |  |  |                                 | $ | 1,113,493  |                                    |  |  |                                    | $ | 614,883    |                                   |  |  |             | $ | 3,084,677   |   |  |  |  | $ | 614,883    |  |  |  |  | $ | 4,538,768   |   |
| Gain(loss) from derivativeliabilities |  |  |                                 |   | 14,377,500 |                                    |  |  |                                    |   | 18,408     |                                   |  |  |             |   | (41,400,397 | ) |  |  |  |   | 18,408     |  |  |  |  |   | (39,275,777 | ) |
| Formationand operatingcosts           |  |  |                                 |   | 182,017    |                                    |  |  |                                    |   | 53,951     |                                   |  |  |             |   | 463,678     |   |  |  |  |   | 54,917     |  |  |  |  |   | 660,292     |   |
| Interestexpense                       |  |  |                                 |   | —    |                                    |  |  |                                    |   | 162        |                                   |  |  |             |   | —     |   |  |  |  |   | 1,265      |  |  |  |  |   | 1,265       |   |
| Income(loss) beforetaxes              |  |  |                                 |   | 15,308,976 |                                    |  |  |                                    |   | 579,178    |                                   |  |  |             |   | (38,779,398 | ) |  |  |  |   | 577,109    |  |  |  |  |   | (35,398,566 | ) |
| Provisionfor incometaxes              |  |  |                                 |   | 46,211     |                                    |  |  |                                    |   | —    |                                   |  |  |             |   | 143,948     |   |  |  |  |   | —    |  |  |  |  |   | 228,881     |   |
| Netincome(loss)                       |  |  |                                 | $ | 15,262,765 |                                    |  |  |                                    | $ | 579,178    |                                   |  |  |             | $ | (38,923,346 | ) |  |  |  | $ | 577,109    |  |  |  |  | $ | (35,627,447 | ) |
| Weightedaverage sharesoutstanding:    |  |  |                                 |   |       |                                    |  |  |                                    |   |       |                                   |  |  |             |   |        |   |  |  |  |   |       |  |  |  |  |   |        |   |
| Basic                                 |  |  |                                 |   | 21,000,000 |                                    |  |  |                                    |   | 20,038,043 |                                   |  |  |             |   | 21,000,000  |   |  |  |  |   | 9,883,134  |  |  |  |  |   | 16,445,546  |   |
| Diluted                               |  |  |                                 |   | 27,303,461 |                                    |  |  |                                    |   | 22,287,259 |                                   |  |  |             |   | 21,000,000  |   |  |  |  |   | 10,575,352 |  |  |  |  |   | 16,445,546  |   |
| Netincome (loss) per share,basic      |  |  |                                 | $ | 0.73       |                                    |  |  |                                    | $ | 0.03       |                                   |  |  |             | $ | (1.85       | ) |  |  |  | $ |            |  |  |  |  | $ | (2.17       | ) |
| Netincome (loss) per share,diluted    |  |  |                                 | $ | 0.56       |                                    |  |  |                                    | $ | 0.03       |                                   |  |  |             | $ | (1.85       | ) |  |  |  | $ | 0.05       |  |  |  |  | $ | (2.17       | ) |
|                                       |

Seeaccompanying notes to financial statements.

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

CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS

|                                                                                                 |  |  |                                         |   |             |                                    |  |  |                                    |   |              |   |  |  |  |   |              |   |
|-------------------------------------------------------------------------------------------------|--|--|-----------------------------------------|---|-------------|------------------------------------|--|--|------------------------------------|---|--------------|---|--|--|--|---|--------------|---|
|                                                                                            |  |  | Ninemonths endedSeptember 30, 2006 |   |             | From inceptiontoSeptember 30, 2005 |  |  | From inception toSeptember 30,2006 |
|                                                                                            |  |  | (unaudited)                             |   |             | (unaudited)                        |  |  | (unaudited)                        |
| Cashflows from operatingactivities                                                              |  |  |                                         |   |        |                                    |  |  |                                    |   |         |   |  |  |  |   |         |   |
| Netincome(loss)                                                                                 |  |  |                                         | $ | (39,923,346 | )                                  |  |  |                                    | $ | 577,109      |   |  |  |  | $ | (35,627,447  | ) |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operatingactivities: |  |  |                                         |   |        |                                    |  |  |                                    |   |         |   |  |  |  |   |         |   |
| Loss(gain) from derivativeliabilities                                                           |  |  |                                         |   | 41,400,397  |                                    |  |  |                                    |   | (18,408      | ) |  |  |  |   | 39,275,777   |   |
| Increase(decrease) in cash attributable to changein                                             |  |  |                                         |   |        |                                    |  |  |                                    |   |         |   |  |  |  |   |         |   |
| Prepaidexpenses                                                                                 |  |  |                                         |   | 17,699      |                                    |  |  |                                    |   | (86,866      | ) |  |  |  |   | (39,073      | ) |
| AccountsPayable                                                                                 |  |  |                                         |   | 659,110     |                                    |  |  |                                    |   | —      |   |  |  |  |   | 660,344      |   |
| Accruedexpenses                                                                                 |  |  |                                         |   | 797,040     |                                    |  |  |                                    |   | 109,325      |   |  |  |  |   | 965,658      |   |
| Netcash provided by operatingactivities                                                         |  |  |                                         |   | 3,950,900   |                                    |  |  |                                    |   | 581,160      |   |  |  |  |   | 5,235,259    |   |
| Netcash used in investing activity, cash held intrust                                           |  |  |                                         |   | (3,064,770  | )                                  |  |  |                                    |   | (127,334,883 | ) |  |  |  |   | (131,238,861 | ) |
| Cashflows from financingactivities                                                              |  |  |                                         |   |        |                                    |  |  |                                    |   |         |   |  |  |  |   |         |   |
| Proceedsfrom note payable,stockholders                                                          |  |  |                                         |   | —     |                                    |  |  |                                    |   | —      |   |  |  |  |   | 160,000      |   |
| Paymentof note payable,stockholders                                                             |  |  |                                         |   | —     |                                    |  |  |                                    |   | —      |   |  |  |  |   | (160,000     | ) |
| Proceedsfrom sale ofstock                                                                       |  |  |                                         |   | —     |                                    |  |  |                                    |   | 29,179       |   |  |  |  |   | 29,179       |   |
| Grossproceeds of publicoffering                                                                 |  |  |                                         |   | —     |                                    |  |  |                                    |   | 120,000,000  |   |  |  |  |   | 120,000,000  |   |
| Paymentsof costs of publicoffering                                                              |  |  |                                         |   | —     |                                    |  |  |                                    |   | (9,081,799   | ) |  |  |  |   | (9,082,632   | ) |
| Grossproceeds of over-allotment optionoffering                                                  |  |  |                                         |   | —     |                                    |  |  |                                    |   | 18,000,000   |   |  |  |  |   | 18,000,000   |   |
| Paymentsof costs of over-allotment optionoffering                                               |  |  |                                         |   | —     |                                    |  |  |                                    |   | (1,080,000   | ) |  |  |  |   | (1,080,000   | ) |
| Proceedsfrom issuance ofoption                                                                  |  |  |                                         |   | —     |                                    |  |  |                                    |   | 100          |   |  |  |  |   | 100          |   |
| Deferredtransactioncosts                                                                        |  |  |                                         |   | (1,674,405  | )                                  |  |  |                                    |   | —      |   |  |  |  |   | (1,674,405   | ) |
| Netcash provided by financingactivities                                                         |  |  |                                         |   | (1,674,405  | )                                  |  |  |                                    |   | 127,867,480  |   |  |  |  |   | 126,192,242  |   |
| Net(decrease) increase incash                                                                   |  |  |                                         |   | (788,275    | )                                  |  |  |                                    |   | —      |   |  |  |  |   | 188,640      |   |
| Cash,beginning ofperiod                                                                         |  |  |                                         |   | 976,915     |                                    |  |  |                                    |   | —      |   |  |  |  |   | —      |   |
| Cash,end ofperiod                                                                               |  |  |                                         | $ | 188,640     |                                    |  |  |                                    | $ | 1,113,757    |   |  |  |  | $ | 188,640      |   |
| Supplementalschedule of non-cash financingactivities:                                           |  |  |                                         |   |        |                                    |  |  |                                    |   |         |   |  |  |  |   |         |   |
| Accrualof offeringcosts                                                                         |  |  |                                         | $ | 1,674,405   |                                    |  |  |                                    | $ | —      |   |  |  |  | $ | 1,674,405    |   |
| Cashpaid fortaxes                                                                               |  |  |                                         | $ | 124,933     |                                    |  |  |                                    |   | —      |   |  |  |  | $ | 124,933      |   |
|                                                                                                 |

Seeaccompanying notes to financialstatements.

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SERVICESACQUISITION CORP. INTERNATIONAL AND SUBSIDIARY

Notes toUnaudited Condensed Consolidated Financial Statements

Theunaudited condensed consolidated financial statements include theaccounts of Services Acquisition Corp. International and its whollyowned subsidiary, JJC Acquisition Company, collectively (the‘‘Company’’). The unaudited condensedconsolidated financial statements for the three and nine months endedSeptember  30,  2006 and for the period fromJanuary 6, 2005 (inception) to September  30,  2005and 2006, respectively, included herein have been prepared inaccordance with the instructions for Form 10-Q under theSecurities Exchange Act of 1934, as amended, and Article 10 ofRegulation S-X under the Securities Act of 1933, as amended. Certaininformation and footnote disclosures normally included in financialstatements prepared in conformity with accounting principles generallyaccepted in the United States of America have been condensed or omittedpursuant to such rules and regulations relating to interimfinancial statements.

In the opinion of management, theaccompanying unaudited condensed consolidated financial statementscontain all material adjustments necessary to present fairly theCompany's financial position as of September  30,2006 and the results of its operations for the three and nine monthsended September  30,  2006, and for the period fromJanuary 6, 2005 (inception) to September  30,  2006and 2005, respectively and cash flows for the nine months endedSeptember  30,  2006, and for the period fromJanuary 6, 2005 (inception) to September  30,  2005and 2006, respectively. The results of operations for the three monthsended September  30,  2006 and 2005, the nine months endedSeptember  30,  2006 and for the period fromJanuary 6, 2005 (inception) to September  30,  2005and 2006, are unaudited and are not necessarily indicative of theresults to be expected for the full year. The unaudited condensedconsolidated financial statements included herein should be read inconjunction with the financial statements and related footnotesincluded in the Company's 2005 Form 10-K/A. The results ofoperations for the nine months ended September  30,  2006,are not necessarily indicative of the results to be expected for thefull year. Certain financial information and footnotedisclosures normally included in financial statements prepared inaccordance with accounting principles generally accepted in the UnitedStates of America have been condensed oromitted. 

|          |                                                                    |
|----------|--------------------------------------------------------------------|
| 1.  | Nature of operations andsummary of significant accounting policies |

The Company wasincorporated in Delaware on January 6, 2005 as a blank checkcompany whose objective is to acquire through a merger, capital stockexchange, asset acquisition or other similar business combination withan operating business. The Company selected December 31 as itsfiscal year end. On March 9, 2006, Services Acquisition Corp.International incorporated a wholly-owned subsidiary, JJC AcquisitionCompany (‘‘JJC’’). As ofSeptember  30,  2006, there are no assets or liabilitiesand there was no activity for JJC.

The registration statement forthe Company's initial public offering (the‘‘Offering’’) was declared effectiveJune 29, 2005. The Company consummated the offering onJuly 6, 2005 and received net proceeds of approximately$110,917,000 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 an operatingbusiness that provides services and a ‘‘businesscombination’’ shall mean the acquisition by the Company ofsuch a target business.

Upon the closing of the Offering, anamount of $126,720,000 was placed in a trust account at JPMorgan Chase NY Bank maintained by Continental StockTransfer & Trust Company to be invested until the earlier of(i) the consummation of the Company's first businesscombination or (ii) the liquidation of the Company. As ofSeptember  30,  2006, the balance in the trust account is$131,239,176. The remaining proceeds are available to theCompany to pay for business, legal and accounting due diligenceon prospective acquisitions and continuing general and administrativeexpenses.

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The Company, after signing a definitiveagreement for the acquisition of a target business, will submit suchtransaction for stockholder approval. In the event that stockholdersowning 20% or more of the outstanding stock excluding, for thispurpose, those persons who were stockholders prior to the Offering,vote against the business combination, the business combination willnot be consummated. All of the Company's stockholders prior tothe Offering, including all of the officers and directors of theCompany (‘‘Initial Stockholders’’), have agreedto vote their 3,750,000 founding shares of common stock in accordancewith the vote of the majority in interest of all other stockholders ofthe Company (‘‘Public Stockholders’’) withrespect to any business combination. After consummation of theCompany's first business combination, none of these votingsafeguards will be applicable.

With respect to the first businesscombination, which is approved and consummated, any Public Stockholderwho voted against the business combination may demand that the Companyredeem his or her shares. The per share redemption price will equal theamount in the Trust Fund as of the record date for determination ofstockholders entitled to vote on the business combination divided bythe number of shares of common stock held by Public Stockholders at theconsummation of the Offering. Accordingly, Public Stockholders holding19.99% of the aggregate number of shares owned by all PublicStockholders may seek redemption of their shares in the event of abusiness combination. Such Public Stockholders are entitled to receivetheir pro rata interest in the trust fund computed without regard tothe shares held by Initial Stockholders. As of September30,  2006, the pro rata interest in the trust fund was $7.61 pershare.

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

The Company formed JJC Acquisition Company (a whollyowned subsidiary), a California corporation, on March 9, 2006for the sole purpose of the acquisition of Jamba Juice Company, asdescribed in Note 4 below. There is no assurance that the Company willbe successful consummating this business combination or in finding andconsummating another business combination. Therefore, there is a riskof substantial loss to the stockholders.

Accounting for Warrantsand Derivative Instruments

On July  6,  2005, theCompany consummated its initial public offering of 15,000,000 units. OnJuly  7,  2005, the Company consummated the closing of anadditional 2,250,000 units that were subject to the underwriters'over-allotment option. Each unit consists of one share of common stockand one redeemable common stock purchase warrant. Each warrant entitlesthe holder to purchase from the Company one share of its common stockat an exercise price of $6.00.

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

In September  2000, theEmerging Issues Task Force issued EITF 00-19, ‘‘Accountingfor Derivative Financial Instruments Indexed to and Potentially Settledin, a Company's Own Stock,’’ (‘‘EITF00-19’’) which requires freestanding contracts that aresettled in a company's own stock, including common stockwarrants, to be designated as an equity instrument, asset or aliability. Under the provisions of EITF 00-19, a contract designated asan asset or a liability must be carried at fair value on acompany's balance sheet, with any changes in fair value recordedin the company's results of operations. A contract designated asan equity instrument must be included within equity, and no fair valueadjustments are required from period to period. In accordance with EITF00-19, the 17,250,000 warrants issued to purchase common stock areseparately accounted for as liabilities. The 

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fair value of these warrants is shown on theCompany's balance sheet and the unrealized changes in the valuesof these derivatives are shown in the Company's consolidatedstatement of operations as ‘‘Gain (loss) on derivativeliabilities.’’ These warrants are freely traded on theAmerican Stock Exchange, consequently, the fair value of these warrantsis estimated as the market price of a warrant at each period end. Tothe extent that the market price increases or decreases, theCompany's derivative liability will also increase or decrease,impacting the Company's consolidated statement ofoperations.

Fair values for exchange-traded securities andderivatives are based on quoted market prices. Where marketprices are not readily available, fair values are determined usingmarket based pricing models incorporating readily observablemarket data and requiring judgment and estimates. The purchaseoption to purchase 750,000 shares is considered an equity instrument,as the underlying shares do not need to be registered, and allother criteria to be accounted for as an equity instrument havebeen fulfilled. The embedded derivative, the warrant to purchase750,000 shares for $7.50 each, follow the same accountingguidelines, as the 17,250,000 warrants discussed previously, andis considered a liability.

Statement of FinancialAccounting Standard (‘‘SFAS’’) No. 133,‘‘Accounting for Derivative Instruments andHedging Activities,’’ as amended, requires allderivatives to be recorded on the balance sheet at fair value.Furthermore, paragraph 11(a) of SFAS No. 133 precludes contractsissued or held by a reporting entity that are both (1) indexedto its own stock and (2) classified as stockholders’equity in its statement of financial position from being treated asderivative instruments. We have determined that the option topurchase 750,000 units, each unit consisting of one warrant andone share of common stock, is a derivative that also contains anembedded derivative. The option to purchase 750,000 shares ofcommon stock and the warrant to purchase an additional 750,000shares, the latter being the embedded derivative, are separatelyvalued and accounted for on the Company’s balance sheet.While the warrant to purchase the additional 750,000 shares is indexedto the Company’s common stock, the fact that the sharesunderlying the warrants require future registration inaccordance with the warrant agreement, requires the Company to classifythese instruments as a liability in accordance with EITF 00-19,paragraph 14.

As such, the option to purchase 750,000 units isconsidered an equity instrument, as the underlying shares do notneed to be registered, and all other criteria in EITF 00-19 requiredfor the instrument to be accounted for as an equity instrumenthave 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 inour 10-K/A and is considered a liability. Thesederivative liabilities have been, and will continue to beadjusted 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 underlying750,000 shares and the embedded warrant to purchase anadditional 750,000 shares. The fair value at inception was calculatedat $894,909, or $1.19 per unit, of which $653,186 was allocatedto the purchase option of 750,000 shares and $241,723was allocated to the warrants to purchase an additional 750,000shares, according to their respective fair values.

TheCompany uses the Black Scholes Pricing Model to determine fair valuesof the purchase option and the embedded derivative. Valuationsderived from this model are subject to ongoing internal andexternal verification and review. The model usesmarket-sourced inputs such as interest rates, market prices andvolatilities. Selection of these inputsinvolves management’s judgment and may impact netincome.

In particular, the Company uses volatility rates basedupon a sample of comparable companies in its industry, specialpurpose acquisition corporations. At the time a company to be acquiredhas been identified and agreements to acquire are in place, thevolatility rates will be based on comparable companies to theacquired company. The Company uses a risk-free interest rate, which isthe rate on U. S. Treasury instruments, for a security with amaturity that approximates the estimated remaining contractuallife of the derivative. The volatility factor used in BlackScholes has a significant effect on the resulting valuation ofthe derivative liabilities on the Company’s balance sheet. The

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volatility index used in the calculations wasderived from the volatility in the daily prices of comparable companiesduring the period of time equal in length to the term of the optionthrough the balance sheet date. The volatility indexes used forthe calculations in 2006 were between 44.0% and 53.7%,however, since the resulting valuation was lower than the relative fairvalue, SACI used the relative fair value. The Company uses thedifference between the closing market price of its common stock and theexercise price of the derivative at the end of a quarter when aderivative is valued at relative fair value. The Company’s stockprice and volatility estimates will likely change in the future,and will therefore affect the derivative liabilities recorded. To theextent that the Company’s stock price increases or decreases,its derivative liabilities will also increase or decrease,absent any change in volatility rates and risk-free interestrates.

Income per Common Share

Basic earnings-per-shareis computed by dividing 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 nine months ended September30,  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 6,646,007 shares and 4,196,229 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 nine months ended September  30,2006 and period from inception to September  30,  2006,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.

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|----------|---------------------------|
| 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 acquisition discussed in Note 4. Deferred transaction costsrelated to the proposed acquisition will be charged to expense if theacquisition is not consummated or included in the allocation ofpurchase price should the transaction be consummated.

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|          |                              |
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| 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, the representative'sservices may also include disseminating information, either orally orin writing, to warrant holders about us or the market for oursecurities, and assisting in the processing of the exercise of thewarrants. No compensation will be paid to the representative upon theexercise of the warrants if:

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

|  |              |                                                                                                     |
|--|--------------|-----------------------------------------------------------------------------------------------------|
|  | •  | the holder of thewarrants has not confirmed in writing that the underwriters solicitedthe exercise; |

|  |              |                                              |
|--|--------------|----------------------------------------------|
|  | •  | warrants are held ina discretionary account; |

|  |              |                                                            |
|--|--------------|------------------------------------------------------------|
|  | •  | thewarrants are exercised in an unsolicited transaction;or |

|  |              |                                                                                                                             |
|--|--------------|-----------------------------------------------------------------------------------------------------------------------------|
|  | •  | the arrangement to pay thecommission is not disclosed in the prospectus provided to warrantholders at the time of exercise. |

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

On March 10, 2006, the Company entered intoan Agreement and Plan of Merger (‘‘MergerAgreement’’), as amended, with JJC Acquisition Company(‘‘JJC’’), a wholly-owned California corporatesubsidiary of the 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 the Company. Following completion of themerger, it is anticipated that the Company will change its name toJamba, Inc. Because the Company will have no other operatingbusiness following the merger, Jamba Juice will effectively become apublic company at the conclusion of the merger. Jamba Juice isheadquartered in San Francisco, California. Jamba Juice had 342 companyowned locations and 217 franchise locations operating in 23 states, theDistrict of Columbia and the Bahamas as of June  27,  2006.The Merger Agreement was amended on each of August  2, 2006,August  29,  2006 and November 6, to, among other things,extend the termination date thereunder to December  8,2006.

The Merger Agreement, as amended, provides that at theclosing of the merger, the Jamba Juice stockholders, subject to certainholdbacks and less (i) $16,000,000 for the assumption by theCompany of Jamba Juice's line of credit and(ii) $3,425,000 for a portion of third-party expenses incurredby Jamba Juice in connection with the merger, including withoutlimitation, all legal, accounting, financial 

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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 ofapproximately $265,000,000, in cash, for all of the outstanding capitalstock of Jamba Juice and the value of all shares of Jamba Juice capitalstock issuable upon exercise of all‘‘in-the-money’’ vested and unvested optionsand warrants of Jamba Juice, subject to the option holders and warrantholders, in certain instances, having the right to exchange theirrespective 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,as amended, with prospective investors (including certain current JambaJuice stockholders and board members) that collectively provide for theissuance, simultaneously with the closing of the merger, ofapproximately 30.9  million shares of the Company common stock,at a per share purchase price of $7.50, resulting in aggregate grossproceeds to the Company of approximately $231.6  million, whichfunds will be used to fund the merger consideration as well asadditional working and expansion capital.

If the acquisition isnot consummated, the $1,674,405 of deferred transaction costs,classified on the balance sheet as other assets, will be immediatelyexpensed.

On November 8, 2006, the Company mailed the definitiveproxy statement with respect to the approval of the acquisition ofJamba Juice Company and other related items in anticipation of thestockholder meeting scheduled to be held on November 28,2006.

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

The Company'scurrent cash position is approximately $188,000. The Company currentlyhas outstanding payables, accrued expenses and liabilities ofapproximately $1.6  million, exclusive of $55.4  million inderivative liabilities. The Company's short term liabilitiesexceed our available cash position by approximately $1.4million.

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 $1.7  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 |

TheCompany is authorized to issue 1,000,000 shares of preferred stock withsuch designations, voting and other rights and preferences, as may bedetermined from time to time by the Board ofDirectors.

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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, 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 allotted time.

Developmentsin Finding a Suitable Business Target

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

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wholly-owned subsidiary of Company. Followingcompletion of the merger, it is anticipated that Company will changeits name to Jamba, Inc. Because the Company will have no otheroperating business following the merger, Jamba Juice will effectivelybecome a public company at the conclusion of the merger. Jamba Juice isheadquartered in San Francisco, California. Jamba Juice as ofJune  27,  2006 has 342 company owned locations and 217franchise locations operating in 23 states, the District of Columbiaand the Bahamas. The Merger Agreement was amended on each ofAugust  2,  2006, August  29,  2006 andNovember 6, 2006 to, among other things, extend the termination datethereunder to December  8,  2006.

The MergerAgreement, as amended provides that at the closing of the merger, theJamba Juice stockholders, subject to certain holdbacks and less (i)$16,000,000 for the assumption by the Company of Jamba Juice'sline of credit and (ii) $3,425,000 for a portion of third-party andexpenses incurred by Jamba Juice in connection with the merger,including without limitation, all legal, accounting, financialadvisory, consulting and all other fees and expenses of third partiesincurred by Jamba Juice in connection with the negotiation andcompletion of the Merger Agreement and the transactions contemplatedthereby, will be paid an aggregate of approximately $265,000,000, incash, for all of the outstanding capital stock of Jamba Juice and thevalue of all shares of Jamba Juice capital stock issuable upon exerciseof 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)material contracts, (i) title and condition of assets, (j) absence ofcertain changes, (k) employee and employee benefits matters, (l)compliance with applicable laws, (m) absence of litigation, (n)environmental matters, (o) franchise matters and (p)insurance.

The Company and Jamba Juice have each agreed tocontinue to operate their respective businesses in the ordinary courseprior to the closing of the merger and additional material covenantsinclude that (i) each party shall obtain all necessary approvals,including stockholder and governmental approvals; (ii) each party shallprotect confidential information and maintain the confidentiality ofthe other's proprietary information; and (iii) until terminationof the Merger Agreement (except as discussed below), not to solicit oraccept an alternative Acquisition Proposal, as such term is defined inthe Merger Agreement.

The Merger Agreement also provides that ifJamba Juice terminates the Merger Agreement either because the board ofdirectors of Jamba Juice recommends a superior Acquisition Proposal (assuch term is defined in the Merger Agreement), the stockholders ofJamba Juice vote against the merger or the stockholders of Jamba Juicedo not approve the merger by April  30,  2006, and withinsix months after the date of such termination, Jamba Juice eitherenters into a definitive agreement to consummate, or consummates any ofthe following transactions (whether in a single transaction or seriesof transactions) (i) a sale by Jamba Juice of all or substantially allof its 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  30,2006 deadline.

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 

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thereafter be obligated to issue Companycommon stock upon the exercise thereof. Each Jamba Juice option assumedby the Company shall be re-issued so that the option holder will retainthe same as percentage discount the holder has compared to theCompany's shares fair value at the time of closing, consideringexercise price of the option and the fair value of Jamba Juice'sshares at $6.03 per share. Furthermore, the total bargain purchaseelement will remain the same by adjusting the number of options theholder will receive.

The Merger Agreement (as amended) providesfor indemnification of the Company with an escrow arrangement. As thesole remedy for Jamba Juice's indemnity obligations set forth inthe Merger Agreement, at the closing the parties shall deposit$19,875,000 in cash, otherwise payable to Jamba Juice'sstockholders, to be held until July  31,  2007, 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, (i) 60% of the original escrowamount shall be released to the Jamba Juice stockholders onJanuary  31,  2007, (ii) 20% of the original escrowamount shall be released to the Jamba Juice stockholders onApril  30,  2007, and (iii) the last 20% of theoriginal escrow amount shall be released to the Jamba Juicestockholders on July  31,  2007.

The obligations ofthe Company to consummate the merger are subject to closing conditions,including: (i) the Company stockholders shall have approved thetransactions contemplated by the merger agreement and holders of notmore than twenty percent (20%) of Company's shares issuedin the Company's initial public offering and outstandingimmediately before the closing shall have exercised their rights toconvert their shares into a pro rata share of the trust fund ratherthan approve the merger; (ii) certain of the officers of Jamba Juiceshall have entered into employment agreements; (iii) the Jamba Juicestockholders shall have approved (and have already approved) thetransactions contemplated by the Merger Agreement; (iv) on or beforeApril  30,  2006, all Jamba Juice warrants shall haveeither been amended in a manner reasonably acceptable to the Company orexercised (subject to the occurrence of the closing); (v) holders of nomore than five percent (5%) of the shares of any class ofsecurities of Jamba Juice outstanding immediately before the closingshall have taken action to exercise their appraisal rights pursuant toSection 1301 of the California General Corporations Law; (vi) nogovernmental entity shall have enacted, issued, promulgated, enforcedor entered any statute, rule, regulation, executive order, decree,injunction or other order (whether temporary, preliminary or permanent)which has the effect of making the merger illegal or otherwiseprohibiting consummation of the merger substantially on the termscontemplated by the merger agreement; and (vii) the absence of anyaction, suit or proceeding challenging or preventing the merger. Theobligations of Jamba Juice to consummate the merger is subject toclosing conditions similar to those of the Company, includingconditions that in Company's common stock will be listed fortrading on the AMEX or similar exchange and there will be no action orproceeding pending or threatened against the Company to prohibit orterminate the listing of the Company common stock on theAMEX.

The Merger Agreement (as amended) may be terminated at anytime prior to the closing, as follows: (i) by mutual written consent ofthe Company and Jamba Juice; (ii) by either Company or Jamba Juice if agovernmental entity shall have issued an order, decree or ruling ortaken any other action, in any case having the effect of permanentlyrestraining, enjoining or otherwise prohibiting the merger, whichorder, decree, ruling or other action is final and nonappealable; (iii)by either the Company or Jamba Juice, if, at the Company specialmeeting, (including any adjournments thereof), the Merger Agreement andthe transactions contemplated thereby shall fail to be approved andadopted by the affirmative vote of the holders of the Company commonstock, or the holders of 20% or more of the number of shares ofCompany common stock issued in Company's initial public offeringand outstanding as of the record date exercise their rights to convertthe shares of the Company common stock held by them into cash inaccordance with Company's certificate of incorporation; (iv) byeither the Company or Jamba Juice if the closing has not occurred by

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November  17,  2006; or (v)subject to a 30-day cure period, by either Company or Jamba Juice ifthe other party has breached any of its covenants or representationsand warranties in any material respect.

Also, as part of aprivate placement financing, on March  10,  2006 andMarch  15,  2006, Company entered into Securities PurchaseAgreements and Registration Rights Agreements, as amended, withprospective investors (including certain current Jamba Juicestockholders and board members) that collectively provide for theissuance, simultaneously with the closing of the merger, ofapproximately 30.9  million shares of the Company common stock,at a per share purchase price of $7.50, resulting in aggregate grossproceeds to the Company of approximately $231.6  million, whichfunds will be used to fund the merger consideration as well asadditional working and expansion capital.

In connection with theprivate placement financing, the Company also granted the investorscertain registration rights described below. Shareholder approval forthe issuance of the shares of common stock and for the insiderparticipation in the private placement financing is required pursuantto the rules of the American Stock Exchange and such approval will besought simultaneously with the shareholder approval for themerger.

Pursuant to the Registration Rights Agreements, theCompany has granted the investors in the private placement certainrights to register the resale of the shares of common stock that theywill receive. Any costs associated with filing of the registrationstatement will be paid by the Company. In the event the financing iscompleted, if the Company does not timely file the registrationstatement (the later of 30 days following the closing of the financingor July  7,  2006), or have it declared effective in atimely manner (within 90 days, unless not reviewed by the Securitiesand Exchange Commission, of filing of the registration statement), thenthe Company may be subject to a penalty (an amount equal to 0.5%of the financing amount payable in cash to the investors for every 30days such delinquencies are not cured). The Company may also be subjectto the same penalty if the registration statement, once effective,ceases to be usable for a period of time.

On November 8, 2006,the Company mailed the definitive proxy statement with respect to theapproval of the acquisition of Jamba Juice Company and other relateditems in anticipation of the stockholder meeting scheduled to be heldon November 28, 2006.

Comparison of Three Months EndedSeptember  30,  2006 with Three Months EndedSeptember  30,  2005

For the three months endedSeptember  30,  2006, we had net income of approximately$15.3  million, derived from a $14.4  million gain fromderivative liabilities resulting from a decrease in the fair marketvalue of our warrants outstanding and from interest income lessoperating expenses and taxes, as compared to net income of $579,000derived from interest income, net of formation and operating costs forthe three months ended September  30,  2005. Since theproceeds from the offering were not received until July6,  2005, interest income of $615,000 during the three monthsended September  20,  2005 was lower than in the comparableperiod of 2006 at $1.1  million Interest income is derivedprimarily from investment of our cash balances held in trust, whichaggregated approximately $131.2  million at September30,  2006. The cash balance held in trust is invested primarilyin non-taxable securities and other investments.

Comparison ofNine Months Ended September  30,  2006 with the period frominception to September  30,  2005

For the ninemonths ended September  30,  2006, we had a net loss ofapproximately $39.9  million, derived from the loss on derivativeliabilities resulting from an increase in the fair market value of ourwarrants outstanding, net of interest income less operating expensesand taxes, as compared to net income of $577,000 derived primarily from$615,000  million in interest income net of formation andoperating costs for the period from inception to September30,  2005. Since the proceeds from the offering were not receiveduntil July  6,  2005, interest income during the ninemonths ended September  20,  2005 of $615,000 was lowerthan in the comparable period of 2006 at $3.1  million.

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Interest income is derived primarily frominvestment of our cash balances held in trust, which aggregatedapproximately $131.2  million at September  30,2006. The cash balance held in trust is invested primarily innon-taxable securities and other investments.

For the period fromJanuary  6,  2005 (inception) through September30,  2006, we had a net loss of approximately $35.6million, derived primarily from the loss on derivative liabilities of$39.3  million resulting from an increase in the fair marketvalue of our warrants outstanding, net of interest income of $4.5 lessoperating expenses and taxes aggregating approximately$890,000.

Liquidity and Capital Resources

Our netproceeds from the sale of our units were approximately $127,838,200. Ofthis amount, $126,720,000 was held in trust and interest on this amountis also held in the trust. The remaining $1,118,200 was held outside ofthe trust. The remaining proceeds are available to be used by us toprovide for business, legal and accounting due diligence on prospectiveacquisitions and continuing general and administrativeexpenses.

The Company's current cash position isapproximately $188,000. We have at this point outstanding payables,accrued expenses and liabilities of approximately $1.6  million,net of derivative liabilities aggregating $55.4  million. Ourshort term liabilities exceed our available cash position byapproximately $1.4  million.

In the event the businesscombination is not consummated within the agreed upon time period, wedo not believe we will have sufficient available funds outside of thetrust fund to operate through July  6,  2007. We haveincurred approximately $1.8  million in expenses for legal,accounting and other expenses attendant to the due diligenceinvestigations, structuring and negotiating of the businesscombination. We believe that we will likely be forced to liquidate theCompany should the business combination with Jamba Juice not beconsummated.

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

Related Party Transactions

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

As part of a private placement financing, onMarch  10,  2006 and March  15,  2006, Companyentered into Securities Purchase Agreements and Registration RightsAgreements, with prospective investors (including certain current JambaJuice stockholders and board members) that collectively provide for theissuance, simultaneously with the closing of the merger, ofapproximately 30.9  million shares of Company common stock, at aper share purchase price of $7.50, resulting in aggregate grossproceeds to Company of approximately $231.6  million, which fundswill be used to fund the merger consideration as well as additionalworking and expansion capital.

One of the investors in theprivate placement, Berrard Holding Limited Partnership, of which StevenR. Berrard, a current director and the Chief Executive Officer of theCompany is the 

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President, is investing $400,000. Inaddition, a family member of I. Steven Edelson, the Company'sVice Chairman and Vice President, has committed to investing $50,000 inthe private placement financing.

Item3.    Quantitative and QualitativeDisclosures About Market Risk.

Market risk is the sensitivity ofincome to changes in interest rates, foreign exchanges, commodityprices, equity prices, and other market-driven rates or prices. We arenot presently engaged in and, if a suitable business target is notidentified by us prior to the prescribed liquidation date of the trustfund, we may not engage in, any substantive commercial business.Accordingly, we are not and, until such time as we consummate abusiness combination, we will not be, exposed to risks associated withforeign exchange rates, commodity prices, equity prices or othermarket-driven rates or prices. The net proceeds of our initial publicoffering held in the trust fund have been invested only in money marketfunds meeting certain conditions under Rule 2a-7 promulgatedunder the Investment Company Act of 1940. Given our limited risk in ourexposure to money market funds, we do not view the interest rate riskto be significant.

Item4.    Controls and Procedures.

Ourmanagement carried out an evaluation, with the participation of ourchief executive officer (principal executive, financial, and accountingofficer), of the effectiveness of our disclosure controls andprocedures as of September 30, 2006. Based upon that evaluation,our chief executive officer concluded that our disclosure controls andprocedures were effective to ensure that information required to bedisclosed by us in reports that we file or submit under the SecuritiesExchange Act of 1934 is recorded, processed, summarized, and reportedwithin the time periods specified in the rules and forms of theSecurities and Exchange Commission, and include controls and proceduresdesigned to ensure that information required to be disclosed by us insuch reports is accumulated and communicated to our management,including our Chief Executive Officer, to allow timely decisionsregarding required disclosures.

There has not been any change inour internal control over financial reporting in connection with theevaluation required by Rule 13a-15(d) under the ExchangeAct that occurred during the quarter ended September 30, 2006,that has materially affected, or is reasonably likely to materiallyaffect, our internal control over financialreporting.

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PART II — OTHERINFORMATION

Item 1.    Legal Proceedings.

There are nomaterial legal proceedings pending against us.

Item1A.    Risk Factors

None.

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

Notapplicable

Item 3.    Defaults upon SeniorSecurities.

Not applicable.

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

Notapplicable.

Item 5.    Other Information.

Notapplicable.

Item6.    Exhibits

|            |                                                         |
|------------|---------------------------------------------------------|
| 31.1  | Section 302Certification of Chief ExecutiveOfficer |

|            |                                                         |
|------------|---------------------------------------------------------|
| 31.2  | Section 302 Certificationof Chief FinancialOfficer |

|            |                               |
|------------|-------------------------------|
| 32.1  | Section 906Certification |

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SIGNATURES

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

|                       |  |  |                                        |  |  |                                                                                                                                                                                                                                                                                                                                              |
|-----------------------|--|--|----------------------------------------|--|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                  |  |  | SERVICESACQUISITION CORP.INTERNATIONAL |
| Date:November 9, 2006 |  |  | By:                                    |  |  | /s/ Steven R.Berrard                                                     |
|                  |  |  |                                   |  |  | StevenR. BerrardChairman of the Board and Chief ExecutiveOfficer(Principal Executive Officer, Principal Financialand AccountingOfficer)                                                                                                                                                                                                      |
|                       |

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