SecProbe.io

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MAIL STOP 0511
March 10, 2005

Steven R. Berrard
Chief Executive Officer
Services Acquisition Corp. International
401 East Olas Boulevard, Ste 1140
Fort Lauderdale, FL 33301

Re:	Services Acquisition Corp. International
Registration Statement on Form S-1
File No. 333-122812
      Filed February 14, 2005

Dear Mr. Berrard,

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Prior to the effectiveness of this registration statement, the
staff requests that we be provided with a copy of the letter or a
call from the NASD that the NASD has finished its review and has
no
additional concerns regarding the underwriting arrangements in
this
offering.

2. On the prospectus cover page, and elsewhere in the prospectus,
you
make reference to the listing of the company`s securities on the
OTC
Bulletin Board.   Please revise the disclosure to clarify that
there
are no assurances that such securities will be listed for trading
on
the OTC Bulletin Board.  We note in particular your disclosure in
the
risk factor on page 13 that your securities "will be traded in the
over-the-counter market."

Prospectus Summary, page 1

3. Here and in the business section, please revise to explain how
success is predicated on "forging a valued bond for which
switching
cost may be high or alternatives of lower value."

4. We note your statement here and in the business section that
you
will seek businesses that are not subject to "technological
obsolescence" or "margin pressures."  Please revise to define the
term "margin pressures" and clarify if the statement implies that
you
will not consider technology based businesses.

5. We note your statement here and throughout the prospectus that
you
will not proceed with a business combination if shareholders
"owning
20% or more of the shares sold in this offering vote against the
business combination and exercise their conversion rights."
Please
revise to clarify that this is a two step process (first, they
would
have to vote against the combination, and second, they have to
exercise their conversion rights) and that voting against the
combination alone will not result in a pro rata distribution of
the
trust fund.

Risk factors, page 6

6. Please revise your first paragraph to indicate that you discuss
all material risks in this section.

7. In the last sentence of the first risk factor, please delete
the
statement in parentheses regarding interest income from the
proceeds
of your offering, as any interest income would be classified as
non-
operating income rather than revenue.

8. The subheading to the first risk factor on page 8 appears broad
and generic.  The success of any business is dependent upon the
efforts of its key personnel.  Please revise the subheading to
indicate a risk specific to your company.  For instance, you could
revise to subheading to address the risk that current officers and
directors may resign upon consummation of a business combination,
providing you with only a limited ability to evaluate the
management
of the target business.

9. We note the subheading of the first risk factor on page 14
states
that you "may be deemed" to have no independent directors.  In the
narrative you state that none of your directors "will be deemed"
independent.  Please revise to reconcile the subheading with the
narrative.

Use of Proceeds, page 15

10. We note your statement on page 15 that "[a]ny amounts not paid
as
consideration to the sellers of the target business may be used to
finance operations of the target business or to effect other
acquisitions."  Please reconcile the noted statement with the
disclosure in the MD&A section that states "[t]o the extent that
our
capital stock is used in whole or in part as consideration to
effect
a business combination, the proceeds held in the trust fund as
well
as any other net proceeds not expended will be used to finance the
operations of the target business."  It would appear that to the
extent that the company uses stock/cash or a combination of the
two,
any net proceeds would be used to finance the operations of the
target business.  Please revise the registration statement
accordingly.

11. Please ensure amounts detailed in your narrative discussion
(e.g.
excess working capital, approximately $377,070, if over-allotment
option is exercised in full) are consistent with the information
provided in your use of proceeds table on page 15 ($437,070).

12. On page 16, we note that existing stockholders will be
reimbursed
"for any out-of-pocket expenses incurred by them in connection"
with
the search for a target business.  To the extent that such costs
exceed the available proceeds not deposited in the trust, please
revise to discuss how you will satisfy any excess out-of-pocket
expenses.

13. We note that you have allocated $100,000 towards due diligence
of
prospective target companies.  Considering current management will
not devote a set amount of time to your endeavors, please revise
to
discuss how due diligence will be performed and who will perform
it.

Dilution, page 17

14. Please revise your disclosure to clarify that both the pro
forma
book value per share and the number of shares that would be
outstanding after the offering have been adjusted for the shares
which are subject to potential conversion.  Consider using a
tabular
presentation showing the components of the denominator and
numerator
of the pro forma book value per share calculation.

Proposed Business, page 21

15. Please revise to define the phrases "sub-acute out-patient
interventional triage," "branded consumer growth companies" and
"top-
line growth."

16. In connection with your discussion of "divisional spin-outs"
please revise to discuss the criteria used to determine whether an
operating unit has "attractive underlying economics."

17. Please revise to provide a basis for your statement that
operating units of larger companies often "can be strong
individual
public companies or serve as a growth platform for a larger public
company" or remove the statement.

18. We note the disclosure on page 23 that unaffiliated sources
will
inform you of potential target businesses and that such
information
will be either "solicited or unsolicited."  Please revise to
discuss
how you will solicit proposals and how unsolicited parties would
become aware of your search.  Also, please revise to clarify if
any
unaffiliated parities providing proposals will receive a fee.

19. In conjunction with the preceding comments and given the vague
disclosure regarding the amount of time management will devote,
please revise to discuss in detail how management intends to carry
out its duty of seeking a target business.

20. In the penultimate paragraph on page 25, please revise to
discuss
which "certain audited historical financial statements" will be
provided after you have located a target business.

Competition, page 27

21.  You reference the potential dilution relating to your
outstanding warrants and options.  In the financial statements,
the
warrants are disclosed but there is no disclosure regarding
outstanding options.  If there are any options outstanding, please
revise the financial statements to include all of the disclosures
required by APB 25, FAS 123 and FAS 148. If there are no options
outstanding, please revise the disclosure on Page 27 accordingly.

Management, page 31

22. Please revise to discuss management`s prior and current
involvement with blank check companies.

23. Please revise the Item 401 disclosure concerning Steven
Berrard
to include his involvement with Gerald Stevens, Inc.  Also, please
revise Exhibit 10.1, including but not limited to Exhibit A
thereto,
as appropriate and consistent with Section 8 of Exhibit 10.1.

24. We note that you will seek an opinion from an "independent
investment banking firm" examining the fairness of any potential
business combination.  Please revise to clarify if the opinion
will
be included in your proxy solicitation and whether the independent
firm will be a consenting expert.

25. Please revise to clarify if it is possible for management to
receive any monetary compensation from a potential target business
prior to or after the consummation of a business combination.

Underwriting, page 43

26. Please revise to provide the pricing and quantity information
for
this section in your next amendment.

Financial Statements

27. Please disclose in the footnotes to the financial statements
the
following commitments and contingencies which are disclosed in
other
portions of the document:

* Your commitment to pay up to a monthly maximum of $7,500 for
office
space and other additional services and general and administrative
expenses as disclosed on page 15.
* The fee of 2.5% of the gross offering proceeds that will be
payable
to Broadband Capital Management LLC at the closing of your
business
combination as disclosed on page 23.
* The commitment by your officers and directors to purchase
warrants
in the public market after they become separately traded as
disclosed
on page 37.
* The warrant solicitation fee that may become payable to
Broadband
Capital Management LLC as disclosed on page 45.
* Your commitment to sell to Broadband Capital Management LLC, the
representative of the underwriters, an option to purchase up to a
total of 500,000 units, as disclosed on page 45.

Part II

Exhibit

28. In paragraph 6.2 of the Underwriting agreement, we note that
if a
default of over 10% of the "Firm Units" occur, and neither party
is
able to find a suitable purchaser to cover the default amount that
this agreement "may be terminated."  Because the agreement "may be
terminated," it appears that this is not a "firm commitment."
Please
advise.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact David Burton at (202) 942-1808 if you have
questions regarding comments on the financial statements and
related
matters.  Questions on other disclosure issues may be directed to
Duc
Dang at (202) 824-5508.

						Sincerely,

						John Reynolds, Assistant Director
						Office of Emerging Growth Companies

Cc:  	Jeffrey P. Schultz
	Fax #  (212) 983-3115

	Steven D. Uslaner
	Fax #  (212) 490-2990

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Services Acquisition Corp. International
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