SecProbe.io

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MAIL STOP 3561

      October 13, 2005

Mr. Rahul Prakash, Chairman
Global Services Acquisition Corp.
9302 Lee Highway, 5th Floor
Fairfax, Virginia 22031

Re:	Global Services Acquisition Corp.
		Registration Statement on Form S-1
      Filed September 15, 2005
		File No. 333-128350

Dear Mr. Prakash:

      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.

Registration Statement Cover Page
1. The registration statement fee table indicates that you are
registering 1,537,500 Class W warrants and 1,537,500 Class Z
warrants
that were previously issued to your officers, directors and
advisors.
Registration of such warrants would appear to constitute a
secondary
offering by these shareholders.  Please advise and amend your
registration statement as appropriate to reflect this fact.  We
may
have further comment.
2. We are unable to locate in the registration fee table the
registration of the shares of common stock underlying the Series A
and Series B units, or the Class W and Class Z warrants underlying
such units.  In addition, it is not clear that the appropriate
amount
of shares of common stock underlying such warrants have been
registered.  Finally, it does not appear that registration filing
fees have been paid, as required under Rule 457, with respect to
all
of the securities that the company is attempting to register in
this
registration statement.  Please revise or advise.

General
3. Please furnish supplementally a statement as to whether or not
the
amount of compensation to be allowed or paid to the underwriters
has
been cleared with the NASD.  Prior to the effectiveness of this
registration statement, the staff requests that we be provided
with a
copy of the letter informing that the NASD has no objections.
4. Tell us the factors you considered in determining to value this
offering at $30,460,000 and offer the Series A units at $10.50 per
unit and the Series B units at $10.10 per unit.  What factors did
you
consider when determining that you might need $26,260,000 in the
trust fund to effect the business combination contemplated by the
registration statement?  Discuss the specific factors and
motivations
behind the valuation.  Please note in particular that we are not
seeking simply whether or not you have "a specific business
combination under consideration" but are looking more to the type,
nature and results to date of any and all diligence, evaluations,
discussions (formal or informal), negotiations and/or other
similar
activities undertaken, whether directly by the company, an
affiliate
thereof, or an unrelated third party, with respect to a business
combination transaction involving the company.  This includes the
time period before the company`s corporate existence was
established
on August 10, 2005 and encompasses any and all evaluations and/or
discussions that may have taken place prior to the involvement of
the
principals with the formal entity of Global Services Acquisition
Corp. Given management`s extensive and high-level experience in
the
business process services and outsourcing industries as senior
executives, business consultants and/or entrepreneurs, the precise
nature of their knowledge about their ability to effect a
combination
with a company whose fair market value is equal to at least 80% of
the company`s net assets may be material information for which
appropriate disclosure is required.  We may have further comment.
5. We note the structure of this offering and its similarity to
numerous blank check offerings underwritten on a firm commitment
basis that recently have been registered with the Commission.
With a
view towards disclosure, identify for us supplementally the names
of
the companies that have registered or are seeking to register
blank
check offerings underwritten on a firm commitment basis in which
an
officer, director, affiliate, underwriter or attorney of the
registrant have been involved; the Securities Act Form the
companies`
filed on; if applicable, the date of effectiveness; and, the
status
of the offering thus far.  In this regard, tell us the amount
escrowed to date and whether the blank check companies have
engaged
in the desired business combination outlined in the prospectus.
To
assist the staff in this regard, please present the information in
a
tabular format.
6. We note that the company has marked the box on the registration
statement facing page indicating that delivery of the prospectus
is
expected to be made in compliance with Rule 434.  Please
supplementally discuss the circumstances in which the company
intends
to utilize the provisions of Rule 434 and how the company intends
to
comply with the requirements of Rule 434.
7. Discuss the company`s position as to whether or not holdings of
the Series A units, and/or the common stock and warrants
underlying
such units, are required to be reported under Section 16 of the
Securities Exchange Act of 1934, as amended.

Cover Page
8. Please disclose that you intend to initially focus on target
businesses in the business process services industry.

Prospectus Summary, page 1
9. Please explain "non-core" as used in the third paragraph on
page
one.
10. Disclose any priorities or preferences the company has with
respect to the potential industry segments listed on page 1 and
detail the basis for such preferences.
11. In the summary, and elsewhere as appropriate, provide
additional
discussion of the company`s focus on target companies with
operational and structural deficiencies, including a discussion of
the risks and potential benefits to such a focus.  Additionally,
provide disclosure in an appropriate place to highlight
management`s
prior experience and expertise, if any, with respect to turning
around underperforming companies and discuss the needs for
specific
management and other personnel required to successfully improve
performance of underperforming or "troubled" companies.  We may
have
further comment.
12. Discuss the company`s methodology in locating companies with
"high cost structures" and "operating inefficiencies."
13. Provide disclosure, here and elsewhere as appropriate, to
detail
the impact of foreign-based operations on the company and its
operating structure and financial position.
14. At the bottom of page one, you state that "[s]ince our
formation," you have not undertaken or had any conversations or
contacts with any target business.  Please delete "Since our
formation."
15. You state that you have not engaged or retained any agent or
other representative to identify or locate an acquisition
candidate.
Clarify this statement by also disclosing the fact that the
HCFP/Brenner has been engaged to act as your investment banker in
a
business combination.
16. Clarify whether the "Current Report on Form 8-K" will be
distributed to unit holders.
17. Please include the proposed OTCBB symbols for your shares of
common stock and warrants.
18. You disclose under "Limited payments to insiders" that no fees
or
cash payments will be paid to any existing shareholders, officers,
directors or affiliates prior to a business combination.  This
disclosure suggests that fees or cash payments may or will be made
to
such persons following a business combination.  Please clarify.
19. Under "Distribution of proceeds held in trust to Class B
stockholders..." and in an appropriate risk factor, please state
the
amount per share that public stockholders of your Series B units
will
receive if you are forced to liquidate before a business
combination.
In this regard, we note the disclosure on page 8 that holders of
Series A units will bear all the costs of the offering, including
underwriting discounts and commissions.  We also note the
disclosure
in the table on page 59 which suggests that certain discounts and
expense allowances will be deducted from the Series B units.
Please
advise and reconcile.

Risk Factors, page 10
20. Please identify in risk factor seven the executive officers
that
will be personally liable to ensure the funds in trust are not
reduced by vendor and other claims.  Explain "severally."
21. You state in risk factor 19 that your "initial security
holders...have also issued warrants to purchase 3,075,000 shares
of
common stock at $5.00 per share."  Please explain.
22. You disclose in risk factor 23 that you believe each non-
employee
director is "independent."  You also disclose on page 50 that your
directors may not be deemed "independent."  Please reconcile.

23. Please avoid the generic conclusion you reach in several of
your
risk factor narratives and subheadings that the risk could "harm,"
"negatively affect," "adversely affect," or "negatively impact"
your
business, financial condition, or results of operations.  Instead,
replace this language with specific disclosure of how your
business,
financial condition and operations would be affected.  See, for
example, risk factors 27-31, 34, 36 and 38.
24. Risk factor 32 is generic and applies to most companies.
Either
delete it or substantially revise it to reflect the particular and
specific risk posed to your company and investors in this
offering.

Use of Proceeds, page 25
25. You appear to have allocated proceeds not held in trust to due
diligence in three separate line items: the first, the second and
the
fifth (reserves).  Either this allocation is duplicative or the
disclosure does not adequately discuss the specific due diligence
undertakings contemplated.  Please advise or revise.
26. We note that the Underwriting non-accountable expense
allowance
is listed as 1% of gross proceeds.  However, the dollar value of
this
expense does not vary between the two columns presented even
though
the gross proceeds increases.  On page 59 you explain that the
non-
accountable expense allowance is not payable in the event the
over-
allotment option is exercised.  Please consider a footnote on page
25
explaining this issue to the reader.

Dilution, page 27
27. In addressing Item 506 of Regulation S-K, we note that you
present both common stock and Class B common stock together for
purposes of discussion and presenting the dilution to new
investors.
However, the A and B units are not comparable in their rights or
pricing, nor is it likely that they will contain the same
investors.
Please explain the basis for presenting these units together, or
revise the disclosures to present them separately.

Proposed Business, page 32
28. Please reconcile the statement on page 32 that "we intend to
initially focus on target businesses in this industry" with the
statement on page 33 that you "have not selected any target
businesses or target industry on which to concentrate [y]our
search
for a business combination."  In addition, to the extent that the
company has not determined a target industry as of yet, it is not
appropriate to either provide detailed disclosure concerning a
target
industry or industry segment (such as is found on pages 20-24,
page
32, page 34, etc.), or to provide additional disclosure with
respect
to management and its prior experience to highlight management`s
experience in a specific target industry or segment (pages 43-47).
Please revise or advise.
29. To the extent that Mr. Jain and WTP Capital, LLC have existing
portfolio companies who may be interested in a transaction in the
near future, please confirm that no discussions or plans are
currently in place (or contemplated) whereby a portfolio company
would merge with the company.  Additionally, disclose the
methodology
and procedures the company plans to implement to ensure that any
such
transaction is conducted on an arm`s-length basis and in a manner
that adequately protects all unaffiliated stockholders.
30. Please provide the date of the A.T. Kearney report.
31. Under "Limited ability to evaluate the target business`
management," identify the current members of management that you
expect to remain associated with the company.  Clarify
"associated."
We note the disclosure that such persons may receive cash payments
or
shares for services following a business combination and that such
payments would be negotiated at the time of negotiations for the
business combination.  Elaborate both here and in the Conflicts of
Interest section on the probable conflict that will result as
members
of management negotiate both the terms of the business combination
and the terms of payment for services to themselves.
32. Under "Facilities" on page 39, we note that the address given
for
your executive office is the same address listed on the WTP
Capital
LLC website (http://www.wtpcapital.com/home.html) and that WTP
Capital LLC is the sole owner of your shares.  Please advise us of
the following:
a.  How many other businesses are currently located at that
address?
Please also disclose their name, ownership and types of activities
they engage in?
b. Who is listed as the tenant for this location with the
landlord?
To the extent that Everest Telecom LLC is not the tenant, please
advise why the $7,500 is being paid to it, and not another entity
at
that location.
c. Please confirm whether any of the entities at this location, or
any portfolio company of an entity at this location, is currently
considered a merger target of the company.

Comparison to offerings of blank check companies, page 39
33. Please revise your tabular presentation to specifically
discuss,
in separate columns, the Series A units and Series B units and how
the terms of your offering compare to the protective provisions of
a
Rule 419 offering.

Management, page 43
34. We note that your disclosure that two of the firms Mr. Jain is
associated with engage in "international labor-rate arbitrage."
Please explain what is meant by this term.
35. Please disclose Mr. Vashishta`s relationship with Tholons
Capital.
36. Discuss the role that your senior advisors will serve,
including
any decision making or voting authority.

Conflicts of Interest, page 46
37. In your discussion of conflicts of interest, here and
elsewhere,
you state that you "cannot assure [the investor] that any of the
above mentioned conflicts will be resolved in our favor."  Please
identify the potential ramifications to the investor of this
statement.
38. Provide disclosure for each officer and director of the
company
setting forth each entity and instance for which such officer
and/or
director has a pre-existing/preferential fiduciary duty or
obligation
with respect to the presentation of business opportunities to that
of
the company.

Principal Stockholders, page 48
39. Reference is made to footnotes three and four.  Disclose the
control person(s) for both WTP Capital and Tholons Capital.
40. Please disclose, here and elsewhere as appropriate, the terms
of
the warrants held by the existing shareholders, including exercise
price, term, etc.

Certain Transactions, page 50
41. The disclosure indicates that WTP is the sole holder of your
common stock and has agreed to waive all rights to participate in
any
liquidation.  We do not understand why the disclosure refers to
WTP
and not to Mr. Jain.

Description of Sec