SecProbe.io

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MAIL STOP 3561

      	December 8, 2005

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

      Re:	Global Services Partners Acquisition Corp.
      Amendment No. 1 to Registration Statement on Form S-1
   File No. 333-128350
		Filed November 4, 2005

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.

Financial Statements

Notes to Financial Statements

Note 7 - Warrants and option to purchase common stock, page F-10

1. We read your response to our prior comment 49; however, we note
that you have agreed with the warrant holders to deliver
registered
shares upon exercise of the warrants.  Since the events or actions
to
deliver registered shares are beyond your control, it appears the
warrants should be initially measured at fair value and classified
as
a liability in accordance with paragraph 14 of EITF 00-19.
Further,
the liability should be measured at fair value, with changes in
fair
value reported in earnings pursuant to the guidance in paragraph 9
of
EITF 00-19.  Accordingly, please revise the financial statements
to
reflect the classification of the warrants as liabilities or
demonstrate to us why a revision is not required.  In addition,
please also provide us with your assumptions in determining the
fair
value of these liabilities at each balance sheet date presented.

Exhibit 5.1
2. Please revise your legality opinion to indicate that the
opinion
opines upon Delaware law including the statutory provisions, all
applicable provisions of the Delaware constitution and all
reported
judicial decisions interpreting those laws.

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 this action as 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.

	Any questions regarding the accounting comments may be
directed
to Raj Rajan at (202) 551-3388.  Questions on other disclosure
issues
may be directed to Jay Williamson at (202) 551-3393.

								Sincerely,

								John Reynolds
      Assistant Director

cc:	Robert Mittman
	Fax: (212) 885-5001

Mr. Rahul Prakash
Global Services Partners Acquisition Corp.
December 8, 2005
p. 1

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