closing, considering exercise price of the option and the fair value of Jamba Juice’s shares at $6.03 per share. Furthermore, the total bargain purchase element will remain the same by adjusting the number of options the holder will receive.

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

The obligations of the Company to consummate the merger are subject to closing conditions, including: (i) the Company stockholders shall have approved the transactions contemplated by the merger agreement and holders of not more than twenty percent (20%) of Company’s shares issued in the Company’s initial public offering and outstanding immediately before the closing shall have exercised their rights to convert their shares into a pro rata share of the trust fund rather than approve the merger; (ii) certain of the officers of Jamba Juice shall have entered into employment agreements; (iii) the Jamba Juice stockholders shall have approved the transactions contemplated by the Merger Agreement; (iv) on or before April 30, 2006, all Jamba Juice warrants shall have either been amended in a manner reasonably acceptable to the Company or exercised (subject to the occurrence of the closing); (v) holders of no more than five percent (5%) of the shares of any class of securities of Jamba Juice outstanding immediately before the closing shall have taken action to exercise their appraisal rights pursuant to Section 1301 of the California General Corporations Law; (vi) no governmental entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which has the effect of making the merger illegal or otherwise prohibiting consummation of the merger substantially on the terms contemplated by the merger agreement; and (vii) the absence of any action, suit or proceeding challenging or preventing the merger.

The obligations of Jamba Juice to consummate the merger is subject to closing conditions similar to those of the Company, including conditions that in Company’s common stock will be listed for trading on the AMEX or similar exchange and there will be no action or proceeding pending or threatened against the Company to prohibit or terminate the listing of the Company common stock on the AMEX.

The Merger Agreement may be terminated at any time prior to the closing, as follows: (i) by mutual written consent of the Company and Jamba Juice; (ii) by either Company or Jamba Juice if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the merger, which order, decree, ruling or other action is final and nonappealable; (iii) by either the Company or Jamba Juice, if, at the Company special meeting, (including any adjournments thereof), the Merger Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of the Company common stock, or the holders of 20% or more of the number of shares of Company common stock issued in Company’s initial public offering and outstanding as of the record date exercise their rights to convert the shares of the Company common stock held by them into cash in accordance with Company’s certificate of incorporation; (iv) by either the Company or Jamba Juice if the closing has not occurred by August 15, 2006; or (v) subject to a 30-day cure period, by either Company or Jamba Juice if the other party has breached any of its covenants or representations and warranties in any material respect.

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

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investors (including certain current Jamba Juice stockholders and board members) that collectively provide for the issuance, simultaneously with the closing of the merger, of approximately 30.9 million shares of the Company common stock, at a per share purchase price of $7.50, resulting in aggregate gross proceeds to the Company of approximately $231.6 million, which funds will be used to fund the merger consideration as well as additional working and expansion capital.

In connection with the private placement financing, the Company also granted the investors certain registration rights described below. Shareholder approval for the issuance of the shares of common stock and for the insider participation in the private placement financing is required pursuant to the rules of the American Stock Exchange and such approval will be sought simultaneously with the shareholder approval for the merger.

Pursuant to the Registration Rights Agreements, the Company has granted the investors in the private placement certain rights to register the resale of the shares of common stock that they will receive. Any costs associated with filing of the registration statement will be paid by the Company. In the event the financing is completed, if the Company does not timely file the registration statement (the later of 30 days following the closing of the financing or July 7, 2006), or have it declared effective in a timely manner (within 90 days, unless not reviewed by the Securities and Exchange Commission, of filing of the registration statement), then the 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 30 days such delinquencies are not cured). The Company may also be subject to the same penalty if the registration statement, once effective, ceases to be usable for a period of time.

Restatement of Financial Statements

We have restated our annual financial statements for the year ended December 31, 2005 to and for the interim period ended March 31 2006 to reflect additional non-operating gains and losses related to the classification of and accounting for: (1) the warrants to purchase common stock associated with the units sold at the initial public offering of the Company and (2) warrants to purchase common stock embedded in a option to purchase units consisting of one share and one warrant to purchase one additional share, issued to Broadband Capital in connection with the initial public offering. The Company had previously classified the value of these warrants to purchase common stock, when applicable, as equity. After further review, the Company has determined that these instruments should have been classified as derivative liabilities and therefore, the fair value of each instrument must be recorded as a derivative liability on the Company's balance sheet. Changes in the fair values of these instruments will result in adjustments to the amount of the recorded derivative liabilities and the corresponding gain or loss will be recorded in the Company’s statement of operations. At the date of the conversion of each respective instrument or portion thereof (or exercise of the options or warrants or portion thereof, as the case may be), the corresponding derivative liability will be reclassified as equity.

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The accompanying financial statements for the year ended December 31, 2005 and three months ended March 31, 2006 have been restated to effect the changes described above. The impact of the adjustments related to the classification of and accounting for the warrants for the period from inception to March 31, 2006 and the three months ended March 31, 2006 are summarized below. See Note 2 to our Financial Statements for an explanation of these restatements. The following table shows the net impact of the restatements on our net income.

Statement of Operations

			For the Period January 6, 2005 (inception) to March 31, 2006
			As Previously Reported						Adjustment						As Restated
Interest income				$	2,354,877					$	—					$	2,354,877
Loss on derivative liabilities											(57,860,777	)					(57,860,777	)
Formation and operating cost					370,426												370,426
Interest expense					1,265												1,265
Income (loss) before income taxes					1,983,186						(57,860,777	)					(55,877,591	)
Provision for income taxes					124,313												124,313
Net Income (loss)				$	1,858,873					$	(57,860,777	)				$	(56,001,904	)
Basic earnings (loss) per share				$	0.13					$	(4.15	)				$	(4.02	)
Diluted earnings (loss) per share				$	0.12					$	(4.14	)				$	(4.02	)
Basic weighted average shares outstanding					13,940,973												13,940,973
Diluted weighted average shares outstanding					16,086,105						(2,145,132	)					13,940,973

			For the three months ended March 31, 2006
			As Previously Reported						Adjustment						As Restated
Interest income				$	900,786					$	—					$	900,786
Loss on derivative liabilities											(59,985,397	)					(59,985,397	)
Formation and operating cost					173,812												173,812
Income (loss) before income taxes					726,974						(59,985,397	)					(59,258,423	)
Provision for income taxes					39,380												39,380
Net income (loss)				$	687,594					$	(59,985,397	)				$	(59,297,803	)
Basic earnings (loss) per share				$	0.03					$	(2.85	)				$	(2.82	)
Diluted earnings (loss) per share				$	0.03					$	(2.85	)				$	(2.82	)
Basic weighted average shares outstanding					21,000,000						—						21,000,000
Diluted weighted average shares outstanding					24,884,014						(3,884,014	)					21,000,000

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Balance Sheet Impact

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

			March 31, 2006												March 31, 2006
			As Previously Reported						Adjustment						(As Restated)
ASSETS
Current assets
Cash				$	741,417					$	—					$	741,417
Prepaid expenses					55,126												55,126
Total current assets					796,543						—						796,543
Other assets
Cash held in trust					129,066,348												129,066,348
Deferred transaction costs					1,009,988						—						1,009,988
Total assets				$	130,872,880					$	—					$	130,872,880
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable				$	486,747					$	—					$	486,747
Accrued expenses					660,613						—						660,613
Derivative liabilities					—						73,972,500						73,972,500
Total current liabilities					1,147,360						73,972,500						75,119,860
Common stock, subject to possible redemption, 3,448,275 shares at redemption value					25,241,373												25,241,373
STOCKHOLDERS' DEFICIT
Preferred stock, $.001 par value, authorized 1,000,000, none Issued
Common stock, $.001 par value, authorized 70,000,000 shares; issued and outstanding 21,000,000 shares (which includes the 3,448,275 shares subject to possible redemption)					21,000												21,000
Additional paid in capital					102,604,274						(16,111,723	)					86,492,551
Equity accumulated during the development stage					1,858,873						(57,860.777	)					(56,001,904	)
Total stockholders' equity					104,484,147						(73,972,500	)					30,511,647
Total liabilities and stockholders' equity				$	130,872,880					$	—					$	130,872,880

Comparison of Three Months Ended March 31, 2006 with Three Months Ended March 31, 2005

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

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

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Interest income is derived primarily from investment of our cash balances held in trust, which aggregated approximately $129 million at March 31, 2006. The cash balance held in trust is invested primarily in non-taxable securities and other investments.

Liquidity and Capital Resources

Our net proceeds from the sale of our units were approximately $127,838,200. Of this amount, $126,720,000 was held 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 remaining proceeds are available to be used by us to provide for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

The Company’s current cash position is approximately $741,000. We have at this point outstanding payables, accrued expenses and liabilities of approximately $1.1 million. Our short term liabilities exceed our available cash position by approximately $406,000.

In the event the business combination is not consummated within the agreed upon time period, we do not believe we will have sufficient available funds outside of the trust fund to operate through July 6, 2007. We have incurred approximately $1.0 million in expenses for legal, accounting and other expenses attendant to the due diligence investigations, structuring and negotiating of the business combination. We believe that we will likely be forced to liquidate the Company should the business combination with Jamba Juice not be consummated.

As part of a private placement financing, on March 10, 2006 and March 15, 2006, we entered into Securities Purchase Agreements and Registration Rights Agreements, with prospective investors (including certain current Jamba Juice stockholders and board members) that collectively provide for the issuance, simultaneously with the closing of the merger, of approximately 30.9 million shares 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 merger consideration as well as additional working and expansion capital. The private placement will only be completed upon consummation of the merger with Jamba Juice.

Related Party Transactions

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

As part of a private placement financing, on March 10, 2006 and March 15, 2006, Company entered into Securities Purchase Agreements and Registration Rights Agreements, with prospective investors (including certain current Jamba Juice stockholders and board members) that collectively provide for the issuance, simultaneously with the closing of the merger, of approximately 30.9 million shares 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 merger consideration as well as additional working and expansion capital.

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

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Item 3.    Quantitative and Qualitative Disclosures about Market Risk.

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

Item 4.    Controls and Procedures.

Our management carried out an evaluation, with the participation of our chief executive officer (principal executive, financial, and accounting officer), of the effectiveness of our disclosure controls and procedures as of March 31, 2006. Based upon that evaluation, our chief executive officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosures.

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

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PART II — OTHER INFORMATION

Item 1.    Legal Proceedings.

There are no material legal proceedings pending against us.

Item 1A.    Risk Factors

None.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable

Item 3.    Defaults upon Senior Securities.

Not applicable.

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

Not applicable.

Item 5.    Other Information.

Not applicable.

Item 6.    Exhibits

31.1    Section 302 Certification of Chief Executive Officer

31.2    Section 302 Certification of Chief Financial Officer

32.1    Section 906 Certification

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			SERVICES ACQUISITION CORP. INTERNATIONAL
Date: August 2, 2006			By:			/s/ Steven R. Berrard
						Steven R. Berrard Chairman of the Board and Chief Executive Officer (Principal Executive Officer, Principal Financial and Accounting Officer)

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