##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K
 ANNUAL REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 001-32574
 JK ACQUISITION CORP.
  Delaware
    
    87-0745202(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 4400 Post Oak Parkway, Suite 2530Houston, Texas
    
    77027(Address of principal executive
    
    (Zip Code)offices)
   Title of each class
    
    Name of Exchange on Which RegisteredUnits, each consisting of one share of Common Stock,
$0.001 par value, and Two Warrants 
Common Stock, $0.001 par value per share 
Warrants to Purchase Common Stock
    
    American Stock Exchange
American Stock Exchange
American Stock Exchange
  o þ
 o þ
 þ o
 o
  o o þ
 þ o
   Documents Incorporated by Reference




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TABLE OF CONTENTS  PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to Vote of Security HoldersPART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders MattersItem 13. Certain Relationships and Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESCertification of Principal Executive Officer Pursuant to Rule 13a-14(a)Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)Certification of Principal Executive Officer and Principal Financial Officer Pursuant Rule 13a-14(b)    Table of Contents  
 PART I
 Subsequent Events:
    Excerpts from February 15, 2007 8-K filing
      1




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
    
    13,203,700 shares of JKA common stock (Parent Shares);
    
    26,407,400 warrants (each warrant may be exchanged for one share of JKA common stock solely
pursuant to the grant of an Earnout Award (as defined in the Amended Merger Agreement)
pursuant to the Amended Merger Agreement)(Parent Warrants); and
    
    the assumption of Third-Party Indebtedness, which is expected to be approximately
$49,400,000.
           2




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
    
    no order or injunction enjoining the Merger;
    
    no statute, rule, order or decree shall have been enacted or promulgated which would prohibit the Merger or otherwise make
the Merger illegal;
    
    receipt of certain consents;
    
    entering into the registration rights agreement, escrow agreement and certain other agreements;
    
    termination of certain Multi-Shot existing plans and agreements;
 
    
    the majority of voting JKA stockholders shall have approved the transactions contemplated by
the Amended Merger Agreement and public JKA stockholders owning not more than twenty percent
(20%) of JKAs shares of common stock issued in JKA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;
 
    
    certain of the officers of Multi-Shot shall have entered into employment agreements;
    
    the Members shall have approved the transactions contemplated by the Amended Merger Agreement;
    
    all specified waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, if any, shall have expired, and
    
    the absence of any action, suit or proceeding challenging or preventing the Merger.
  
    
    by Multi-Shot if JKA is unable to obtain stockholder approval by July 31, 2007;
 
    
    at any time, by mutual written agreement as duly authorized by the Board of Directors of JKA and the Board of Managers of
Multi-Shot;
 
    
    at any time after July 31, 2007, by either Multi-Shot or JKA if the closing shall not have occurred for any reason other
than a breach by the terminating party;
 
    
    by JKA or Multi-Shot upon the issuance of any order which is final and nonappealable that would prevent or prohibit the
consummation of the Merger;
 3




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
    
    by JKA, if there is a material breach of any representation, warranty or obligation by Multi-Shot under the Amended Merger
Agreement that renders the satisfaction of any condition to JKAs obligations impossible and such breach is not waived by
JKA;
 
    
    by Multi-Shot, if there is a material breach by JKA of any representation, warranty or obligation under the Amended Merger
Agreement, that renders the satisfaction of any condition to Multi-Shots obligations impossible and such breach is not
waived by Multi-Shot;
 
    
    by JKA if Multi-Shots adjusted or updated Gross Enterprise Value (as defined in the Amended Merger Agreement) as of June
30, 2007 is less than the Gross Enterprise Value as defined in Section 2.01(b)(i) of the Amended Merger Agreement; or
 
    
    by Multi-Shot in the event: (i) the Investor Purchase Agreement (as defined in the Amended Merger Agreement) is not
consummated on or before March 31, 2007, or (ii) in the sole reasonable discretion of Multi-Shot, at any earlier date to
the extent Multi-Shot does not believe that the Investor Purchase Agreement is likely to be consummated on or before March
31, 2007.
   
    
    JKA and MSI are obligated to return all document and work papers obtained from Multi-Shot or the Members;
 
    
    all filings with any government agencies shall be withdrawn, to the extent practicable;
 
    
    certain confidentiality obligations will survive closings; and
 
    
    no party shall be relieved of any liability for willful breach of the Amended Merger Agreement.
 Excerpt from January 10, 2007 8-K filing
  
 Item 1. Business.
 Overview
   4




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
    
    experienced operating management groups;
 
    
    demonstrated track records of historical growth in revenues and cash flow;
 
    
    involvement in an industry providing opportunity for additional acquisitions;
 
    
    regulatory or technical barriers to entry; and/or
 
    
    companies with identifiable growth prospects with a need for growth capital.
  Competitive Strengths
   Experienced Transactional Investors.
  Extensive Private Equity and Mergers and Acquisitions Contacts.
  Investment Management Experience.
 Effecting a business combination
 General
  5




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Sources of target businesses
   Selection of a target business and structuring of a business combination
   
    
    financial condition and results of operation;
 
    
    cash flow potential;
 
    
    growth potential;
 
    
    experience and skill of management and availability of additional personnel;
 
    
    capital requirements;
 
    
    competitive position;
 
    
    barriers to entry;
 
    
    stage of development of the products, processes or services;
 
    
    security measures employed to protect technology, trademarks or trade secrets;
 
    
    degree of current or potential market acceptance of the products, processes or services;
 
    
    proprietary features and degree of intellectual property or other protection of the products, processes or services;
 
    
    regulatory environment of the industry; and
 6




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
    
    costs associated with effecting the business combination.
    Fair market value of target business
  Lack of business diversification
  
    
    subject us to numerous economic, competitive and regulatory
developments, any or all of which may have a substantial adverse
impact upon the particular industry in which we may operate subsequent
to a business combination; and
 
    
    result in our dependency upon the development or market acceptance of
a single or limited number of products, processes or services.
 7




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Limited ability to evaluate the target business management
   Stockholder approval of business combination
   Conversion rights
   8




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Liquidation if no business combination
     Competition
  
    
    our obligation to seek stockholder approval of a business combination
may delay or threaten the completion of a transaction;
 
    
    our obligation to convert into cash shares of common stock held by our
public stockholders in certain instances may reduce the resources
available to us for a business combination; and
 
    
    our outstanding warrants and option, and the future dilution they
potentially represent, may not be viewed favorably by certain target
businesses.
 9




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Employees
  Developments in Finding a Suitable Business Target
    
 Item 1A. Risk Factors.
   We are a development stage company with no operating history and, accordingly, you will not have
any basis on which to evaluate our ability to achieve our business objectives.
  10




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If we are unable to complete a business combination and are forced to liquidate and distribute the
trust account, our public stockholders will receive less than $6.00 per share upon distribution of
the trust account and our warrants will expire worthless.
  Under Delaware law, the requirements and restrictions contained in our amended and restated
certificate of incorporation may be amended, which could reduce or eliminate the protection
afforded to our stockholders by such requirements and restrictions.
  
 
 
 
 
  Our officers and directors will allocate their time to other businesses thereby causing conflicts
of interest in their determination as to how much time to devote to our affairs, which could have a
negative impact on our ability to consummate a business combination.
  11




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We may not be able to consummate a business combination within the required time frame, in which
case we would be forced to liquidate.
  If third parties bring claims against us, the proceeds held in trust could be reduced and the per
share liquidation price received by stockholders would be less than $5.87 per share.
  We may issue shares of our capital stock or debt securities to complete a business combination
which would reduce the equity interest of our stockholders and could likely cause a change in
control of our ownership.
  
    
    may significantly dilute the equity interest of our current investors, including those who
purchased equity interests in our initial public offering;
 
    
    may subordinate the rights of holders of common stock if the preferred stock is issued with
rights senior to those afforded to our common stock;
 
    
    could likely cause a change in control if a substantial number of our shares of common stock are
issued, which may affect, among other things, our ability to use our net operating loss carry
forwards, if any, and most likely also result in the resignation or removal of our present
officers and directors; and
 
    
    may adversely affect prevailing market prices for our common stock.
  
    
    default and foreclosure on our assets if our operating revenues after a business combination
were insufficient to service our debt obligations;
 
    
    acceleration of our obligations to repay the indebtedness even if we have made all principal and
interest payments when due if the debt security contains covenants that require the maintenance
of certain financial ratios or reserves and any such covenant is breached without a waiver or
renegotiation of that covenant;
 12




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
    
    our immediate payment of all principal and accrued interest, if any, if the debt security is
payable on demand; and
 
    
    our inability to obtain additional financing, if necessary, if the debt security contains
covenants restricting our ability to obtain additional financing while such security is
outstanding.
 The ability of our stockholders to exercise their conversion rights may not allow us to effectuate
the most desirable business combination or optimize our capital structure.
  Our current officers and directors may resign upon consummation of a business combination and we
will have only limited ability to evaluate the management of the target business.
   Our officers and directors may not have significant experience or knowledge of the industry of the
target business.
  Some of our officers and directors are currently, and may in the future become, affiliated with
entities engaged in business activities similar to those intended to be conducted by us and,
accordingly, may have conflicts of interest in determining to which entity a particular business
opportunity should be presented.
  13




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All of our officers and directors directly or indirectly own shares of our common stock that will
not participate in liquidation distributions and therefore they may have a conflict of interest in
determining whether a particular target business is appropriate for a business combination.
  It is probable that we will only complete one business combination, which will cause us to be
solely dependent on a single business and a limited number of products or services.
  
    
    solely dependent upon the performance of a single business; or
 
    
    dependent upon the development or market acceptance of a single or
limited number of products, processes or services.
  None of our officers or directors have ever been a principal of, or have ever been affiliated with,
a company formed with a business purpose similar to ours.
  Because of our limited resources and the significant competition for business combination
opportunities, we may not be able to consummate an attractive business combination.
  14




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Because there are numerous companies with a business plan similar to ours seeking to effectuate a
business combination, it may be more difficult for us to do so.
  If additional financing is required, we may be unable to complete a business combination or to fund
the operations and growth of the target business, which could compel us to restructure the
transaction or abandon a particular business combination.
  The American Stock Exchange may delist our securities from quotation on its exchange which could
limit investors ability to make transactions in our securities and subject us to additional
trading restrictions.
  
    
    reduced liquidity with respect to our securities;
 
    
    a determination that our common stock is a penny stock which will require brokers trading in our common stock to adhere
to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for
our common stock;
 
    
    limited amount of news and analyst coverage for our company; and
 
    
    a decreased ability to issue additional securities or obtain additional financing in the future.
 15




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Our initial stockholders, including our officers and directors, control a substantial interest in
us and this may influence certain actions requiring a stockholder vote.
  Target business may be affiliated with one or more of the initial stockholders.
  If the private placement was not conducted in compliance with applicable law, the existing
stockholders may have the right to rescind their unit purchases. The rescission rights, if any, may
require us to refund an aggregate of $2,000,004 to our existing stockholders, thereby reducing the
amount in the trust account available to us to consummate a business combination, or, in the event
we do not complete a business combination within the period prescribed, the amount available to our
public stockholders upon our liquidation.
  Our outstanding warrants may have an adverse effect on the market price of our common stock and
make it more difficult to effect a business combination using our common stock as consideration.
  If our initial stockholders exercise their registration rights, it may have an adverse effect on
the market price of our common stock and the existence of these rights may make it more difficult
to effect a business combination.
  16




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If we are deemed to be an investment company, we may be required to institute burdensome compliance
requirements and our activities may be restricted, which may make it difficult for us to complete a
business combination.
  
    
    restrictions on the nature of our investments; and
 
    
    restrictions on the issuance of securities, which may make it difficult for us to
complete a business combination.
  
    
    registration as an investment company;
 
    
    adoption of a specific form of corporate structure;
 
    
    reporting, record keeping, voting, proxy, compliance and disclosure requirements; and
 
    
    complying with other rules and regulations.
  Item 1B. Unresolved Staff Comments.
 
  
 Item 2. Properties.
  
 Item 3. Legal Proceedings.
  
 Item 4. Submission of Matters to Vote of Security Holders.
  17




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PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
     Common Stock
    
    Warrants
    
    UnitsQuarter Ended
    
    High
    
    Low
    
    High
    
    Low
    
    High
    
    LowJune 30, 2006
    
    $
    5.45
    
    
    $
    5.31
    
    
    $
    0.55
    
    
    $
    0.32
    
    
    $
    6.28
    
    
    $
    6.02September 30, 2006
    
    $
    5.65
    
    
    $
    5.31
    
    
    $
    0.46
    
    
    $
    0.28
    
    
    $
    6.35
    
    
    $
    5.80December 31, 2006
    
    $
    5.65
    
    
    $
    5.40
    
    
    $
    0.52
    
    
    $
    0.24
    
    
    $
    6.57
    
    
    $
    5.89
 Holders
  Dividends
  Recent Sales of Unregistered Securities
  18




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##### Table of Contents



Name
    
    Number of SharesJames P. Wilson
    
    
    1,089,000Keith D. Spickelmier
    
    
    891,000
   Name
    
    Number of SharesJames P. Wilson
    
    
    148,500Keith D. Spickelmier
    
    
    121,500
    Name
    
    Number of SharesJames P. Wilson
    
    
    137,500Keith D. Spickelmier
    
    
    121,500
    Name
    
    Number of UnitsJames P. Wilson
    
    
    183,334Keith D. Spickelmier
    
    
    150,000
   19




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Use of Proceeds from our Initial Public Offering
     Equity Compensation Plan Information
  Stock Price Performance Graph
   20




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Stock Performance Chart
 
 
 Item 6. Selected Financial Data.
  SELECTED FINANCIAL DATA
 Income statement data
 Period from May 11,Year ended
    
    2005 (inception) toDecember 31, 2006
    
    December 31, 2005Loss from operations
    
    $
    (292,378
    )
    
    $
    (4,994
    )Interest income
    
    $
    1,994,845
    
    
    $
    Income (loss) before provision for income taxes
    
    $
    437,463
    
    
    $
    (4,994
    )Provision for income taxes
    
    $
    14,027
    
    
    $
    Net Income
    
    $
    423,436
    
    
    $
    (4,994
    )Basis weighted average number of common shares outstanding
    
    
    12,605,609
    
    
    
    2,783,316Net income
per share  basic
    
    $
    0.03
    
    
    $
    (0.00
    )Diluted weighted average number of common shares outstanding
    
    
    14,212,584
    
    
    
    2,783,316Net income per share  diluted
    
    $
    0.03
    
    
    $
    (0.00
    )
 21




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Balance sheet data
 December 31, 2006
    
    December 31, 2005Cash
    
    $
    220,104
    
    
    $
    26,137Investments held in trust
    
    $
    77,627,249
    
    
    $
    Total Assets
    
    $
    78,637,200
    
    
    $
    618,953Total liabilities, including $15,517,687
of common stock subject to possible
conversion at December 31, 2006
    
    $
    31,470,031
    
    
    $
    592,697Total stockholders equity
    
    $
    47,167,169
    
    
    $
    26,256Total Liabilities and Stockholders equity
    
    $
    78,637,200
    
    
    $
    618,953
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 OVERVIEW
      22




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RESULTS OF OPERATIONS
 Comparison of Fiscal Year Ended December 31, 2006 with Period from Inception to December 31, 2005
  CHANGES IN FINANCIAL CONDITION
 Liquidity and Capital Resources
  Off-Balance Sheet Arrangements
  23




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Contractual Obligations
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 8. Financial Statements and Supplementary Data.
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  
 Item 9A. Controls and Procedures.
     
 Item 9B. Other Information.
  24




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance.
  Name
    
    Age
    
    PositionJames P. Wilson
    
    
    48
    
    
    Chairman of the Board, Chief Executive Officer and SecretaryKeith D. Spickelmier
    
    
    45
    
    
    President and DirectorMichael H. McConnell
    
    
    39
    
    
    DirectorHerbert C. Williamson
    
    
    57
    
    
    Director
 James P. Wilson
 Keith D. Spickelmier
 Michael H. McConnell
 Herbert
C. Williamson
  25




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Section 16(a) Beneficial Ownership Reporting Compliance
   Board Committees
  Audit Committee
   Other Committees
  Code of Ethics
 www.jkacq.com
 
 Item 11. Executive Compensation.
  26




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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders
Matters.
  
    
    each person known by us to be the beneficial owner of more than 5% of our outstanding shares of
common stock based solely upon the amounts and percentages as are contained in the public filings
of such persons as of March 26, 2007;
    
    each of our officers and directors; and
    
    all of our officers and directors as a group.
   Amountand Nature
    
    Percentageof Beneficial
    
    of OutstandingName and Address of Beneficial Owner(1)
    
    Ownership
    
    Common StockJames P. Wilson (2)(4)
    
    
    1,781,130
    
    
    
    10.78
    %Keith D. Spickelmier (3)(4)
    
    
    1,457,287
    
    
    
    8.79
    %Herbert C. Williamson II (4)
    
    
    26,625
    
    
    
    *Michael H. McConnell (4)
    
    
    26,625
    
    
    
    *The Baupost Group, LLC (5)
    
    
    1,453,300
    
    
    
    8.80
    %Satellite Asset Management, L.P. (6)
    
    
    1,284,500
    
    
    
    6.85
    %Azimuth Opportunity, Ltd. (7)
    
    
    1,209,400
    
    
    
    6.75
    %D.B. Zwirn & Co, L.P. (8)
    
    
    863,900
    
    
    
    5.23
    %All directors and executive officers as a group (4 individuals)
    
    
    3,291,667
    
    
    
    19.93
    %
 
 *
    
    Less than one percent.(1)
    
    Unless otherwise indicated, the business address of each of the
individuals is 4400 Post Oak Parkway, Suite 2530, Houston, Texas
77027.(2)
    
    Mr. Wilson is our Chairman of the Board and Chief Executive
Officer. Mr. Wilson also owns 366,668 warrants issued in the
private placement immediately prior to the initial public offering.
Each warrant entitles the holder to purchase one share of common
stock at $5.00 per share. The warrants will become exercisable on
the later of the completion of (i) a business combination by us and
(ii) April 10, 2007, and will expire on April 10, 2010. 27




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(3)
    
    Mr. Spickelmier is our President and Secretary. Mr. Spickelmier
also owns 300,000 warrants issued in the private placement
immediately prior to the initial public offering. Each warrant
entitles the holder to purchase one share of common stock at $5.00
per share. The warrants will become exercisable on the later of the
completion of (i) a business combination by us and (ii) April 10,
2007, and will expire on April 10, 2010.(4)
    
    Each of these individuals is a director.(5)
    
    Based upon information contained in the Schedule 13G filed by The
Baupost Group, LLC on February 13, 2007.(6)
    
    Based upon information contained in the Schedule 13G filed by
Satellite Asset Management, L.P. on February 14, 2007.(7)
    
    Based on information contained in the Schedule 13G/A (as amended)
filed by Azimuth Opportunity, Ltd. on February 14, 2007.(8)
    
    Based upon information contained in the Schedule 13G/A filed on
February 6, 2007. D.B. Zwirn & Co., L.P., DBZ GP, LLC, Zwirn
Holdings, LLC, and Daniel B. Zwirn may each be deemed the
beneficial owner of (i) 317,699 Shares owned by D.B. Zwirn Special
Opportunities Fund, L.P. and (ii) 546,201 Shares owned by D.B.
Zwirn Special Opportunities Fund, Ltd. (each entity referred to in
(i) and (ii) is herein referred to as a Fund and, collectively,
as the Funds). D.B. Zwirn & Co., L.P. is the manager of each of
the Funds, and consequently has voting control and investment
discretion over the Shares held by each of the Funds. Daniel B.
Zwirn is the managing member of and thereby controls Zwirn
Holdings, LLC, which in turn is the managing member of and thereby
controls DBZ GP, LLC, which in turn is the general partner of and
thereby controls D.B. Zwirn & Co., L.P. The foregoing should not be
construed in and of itself as an admission by any Reporting Person
as to beneficial ownership of Shares owned by another Reporting
Person. In addition, each of D.B. Zwirn & Co., L.P., DBZ GP, LLC,
Zwirn Holdings, LLC, and Daniel B. Zwirn disclaims beneficial
ownership of the Shares held by the Funds.      28




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Item 13. Certain Relationships and Transactions, and Director Independence.
 Certain Relationships and Transactions
  Name
    
    Number of Shares
    
    Relationship to UsJames P. Wilson
    
    
    1,597,796
    
    
    Chairman of the Board, Chief
Executive Officer and
SecretaryKeith D. Spickelmier
    
    
    1,307,287
    
    
    President and DirectorMichael H. McConnell
    
    
    26,625
    
    
    DirectorHerbert C. Williamson
    
    
    26,625
    
    
    Director
      29




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Director Independence
   
 Item 14. Principal Accounting Fees and Services.
 Audit Fees
   Audit-Related Fees
  Tax Fees
  30




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All Other Fees
  Policy on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent
Auditors
   Audit
 Audit-Related
 Tax
 Other Fees
   31




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PART IV
 
 Item 15. Exhibits and Financial Statement Schedules.
 (a)
    
    The following documents are filed as a part of this Report:
 1.
    
    Financial Statements:
    
 
 
  2.
    
    Financial Statement Schedules:
  3.
    
    Exhibits:
 Exhibit No.
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation.*3.2
    
    Amended and Restated Bylaws.*3.3
    
    Amendment to the Amended and Restated Certificate of Incorporation.*3.4
    
    Amendment to the Amended and Restated Certificate of Incorporation.*4.1
    
    Specimen Unit Certificate.*4.2
    
    Specimen Common Stock Certificate.*4.3
    
    Specimen Warrant Certificate.*4.4
    
    Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the
Registrant.*4.5
    
    Form of Unit Purchase Option.*
 32




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##### Table of Contents



Exhibit No.
    
    Description10.1
    
    Form of Letter Agreement among the Registrant, Ferris, Baker Watts, Incorporated, and James
P. Wilson.*10.2
    
    Form of Letter Agreement among the Registrant, Ferris, Baker Watts, Incorporated and Keith
D. Spickelmier.*10.3
    
    Form of Letter Agreement among the Registrant, Ferris, Baker Watts, Incorporated and
Michael H. McConnell.*10.4
    
    Form of Letter Agreement among the Registrant, Ferris, Baker Watts, Incorporated and
Herbert C. Williamson.*10.5
    
    Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust
Company and the Registrant.*10.6
    
    Form of Stock Escrow Agreement between the Registrant, Continental Stock Transfer & Trust
Company and the Initial Stockholders.*10.7
    
    Form of Letter Agreement between 4350 Management, LLC and the Registrant regarding
administrative support.*10.8
    
    Advance Agreement between the Registrant and James P. Wilson, dated May 18, 2005.*10.9
    
    Advance Agreement between the Registrant and Keith D. Spickelmier, dated May 18, 2005.*10.10
    
    Form of Registration Rights Agreement among the Registrant and the Initial Stockholders.*10.11
    
    Form of Unit Placement Agreement among each of James P. Wilson and Keith D. Spickelmier and
Ferris, Baker Watts, Incorporated.*10.12
    
    Advance Agreement between the Registrant and James P. Wilson, dated December 20, 2005.*10.13
    
    Advance Agreement between the Registrant and Keith D. Spickelmier, dated December 20, 2005.*31.1
    
    Certification of Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities
Exchange Act of 1934, as amended**31.2
    
    Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities
Exchange Act of 1934, as amended**32.1
    
    Certification of Principal Executive Officer and Principal Financial Officer pursuant to
Rule 13a  14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**99.1
    
    Audit Committee Charter*
 
 *
    
    Incorporated herein by reference to the Companys Registration Statement on Form S-1, as amended,
(File No. 333-125211)**
    
    Filed herewith 33




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##### Table of Contents



SIGNATURES
 th
 JK ACQUISITION CORP.By:
    /s/ James P. WilsonJames P. WilsonChairman of the Board and
Chief Executive Officer  Name
    
    Position
    
    DateBy:
    
    /s/ James P. Wilson

James P. Wilson
    
    Chief Executive
Officer, Chairman of
the Board of
Directors and
Secretary (Principal
Executive Officer)
(Principal Financial
Officer)
    
    March 30, 2007By:
    
    /s/ Keith D. Spickelmier
    
    President and Director
    
    March 30, 2007Keith D. SpickelmierBy:
    
    /s/ Michael H. McConnell
    
    Director
    
    March 30, 2007Michael H. McConnellBy:
    
    /s/ Herbert C. Williamson
    
    Director
    
    March 30, 2007Herbert C. Williamson
 34




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##### Table of Contents



INDEX TO FINANCIAL STATEMENTS
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    
    F-2BALANCE SHEETS
    
    
    F-3STATEMENTS OF OPERATIONS
    
    
    F-4STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
    
    
    F-5STATEMENTS OF CASH FLOWS
    
    
    F-6NOTES TO FINANCIAL STATEMENTS
    
    
    F-7
 F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    
  F-2




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##### Table of Contents



JK ACQUISITION CORP.
 (A Development Stage Company)
 BALANCE SHEETS
 As of December 31, 2006 and 2005
 2006
    
    
    2005ASSETSCurrent assets:Cash
    
    $
    220,104
    
    
    $
    26,137Deferred tax asset
    
    
    1,613
    
    
    
    Total current assets
    
    
    221,717
    
    
    
    26,137Trust fund
    
    
    77,627,249
    
    
    
    Deferred offering costs
    
    
    
    
    
    
    592,816Deferred acquisition costs
    
    
    788,234
    
    
    
    Total Assets
    
    $
    78,637,200
    
    
    $
    618,953LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    299,870
    
    
    $
    263,697Federal income tax payable
    
    
    15,640
    
    
    
    Derivative liabilities
    
    
    15,636,834
    
    
    
    Advances payable
    
    
    
    
    
    
    329,000Total Liabilities
    
    
    15,952,344
    
    
    
    592,697Common stock subject to redemption, 2,710,311 shares
    
    
    15,517,687
    
    
    
    Stockholders equity:Preferred stock, $0.0001 par value, 1,000,000 shares
authorized, none issued and outstanding
    
    
    
    
    
    
    Common stock, $0.0001 par value, 50,000,000 shares
authorized, 16,516,667 and 2,958,333 shares issued and
outstanding, respectively (including 2,710,311 and 0
shares subject to redemption, respectively)
    
    
    1,652
    
    
    
    296Paid-in capital
    
    
    46,747,075
    
    
    
    30,954Earnings (deficit) accumulated during the development stage
    
    
    418,442
    
    
    
    (4,994
    )Total Stockholders Equity
    
    
    47,167,169
    
    
    
    26,256Total Liabilities and Stockholders Equity
    
    $
    78,637,200
    
    
    $
    618,953
  F-3




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##### Table of Contents



JK ACQUISITION CORP.
 (A Development Stage Company)
 STATEMENTS OF OPERATIONS
 Year ended December 31, 2006,
 Period from May 11, 2005 (Inception) to December 31, 2005 and
 Period from May 11, 2005 (Inception) to December 31, 2006
 (Unaudited)
 Year
    
    
    Period From
    
    
    Period fromEnded
    
    
    Inception to
    
    
    Inception toDecember 31,
    
    
    December
    
    
    December2006
    
    
    31, 2005
    
    
    31, 2006Operating expenses:General & administrative
    
    $
    292,378
    
    
    $
    4,994
    
    
    $
    297,372Operating loss
    
    
    (292,378
    )
    
    
    (4,994
    )
    
    
    (297,372
    )Other income (expense):Interest income
    
    
    1,994,845
    
    
    
    
    
    
    
    1,994,845Loss on derivative liabilities
    
    
    (1,265,004
    )
    
    
    
    
    
    
    (1,265,004
    )Total other income
    
    
    729,841
    
    
    
    
    
    
    
    729,841Net income (loss) before income tax expense
    
    
    437,463
    
    
    
    (4,994
    )
    
    
    432,469Income tax expense
    
    
    14,027
    
    
    
    
    
    
    
    14,027Net income (loss)
    
    $
    423,436
    
    
    $
    (4,994
    )
    
    $
    418,442Earnings (loss) per share:Basic
    
    $
    0.03
    
    
    $
    (0.00
    )Diluted
    
    $
    0.03
    
    
    $
    (0.00
    )Weighted average number of common
shares outstanding:Basic
    
    
    12,605,609
    
    
    
    2,783,316Diluted
    
    
    14,212,584
    
    
    
    2,783,316
  F-4




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##### Table of Contents



JK ACQUISITION CORP.
 (A Development Stage Company)
 STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 Year ended December 31, 2006 and
 Period from May 11, 2005 (Inception) to December 31, 2005 and
 Period from May 11, 2005 (Inception) to December 31, 2006
 Earnings(Deficit)AccumulatedAdditional
    
    
    During theCommon Stock
    
    
    Paid-In
    
    
    DevelopmentShares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    TotalStock issued for cash
    
    
    2,958,333
    
    
    $
    296
    
    
    $
    30,954
    
    
    
    
    
    
    $
    30,954Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (4,994
    )
    
    
    (4,994
    )Balance at December 31, 2005
    
    
    2,958,333
    
    
    
    296
    
    
    
    30,954
    
    
    
    (4,994
    )
    
    $
    26,256Stock issued for cash, net of
offering costs
    
    
    13,558,334
    
    
    
    1,356
    
    
    
    76,605,538
    
    
    
    
    
    
    
    76,606,894Proceeds subject to redemption
    
    
    
    
    
    
    
    
    
    
    (15,299,099
    )
    
    
    
    
    
    
    (15,299,099
    )Sale of underwriter option
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    100Derivative liability
    
    
    
    
    
    
    
    
    
    
    (14,371,830
    )
    
    
    
    
    
    
    (14,371,830
    )Increase in value of common
stock subject to redemption
    
    
    
    
    
    
    
    
    
    
    (218,588
    )
    
    
    
    
    
    
    (218,588
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    423,436
    
    
    
    423,436Balance at December 31, 2006
    
    
    16,516,667
    
    
    $
    1,652
    
    
    $
    46,747,075
    
    
    $
    418,442
    
    
    $
    47,167,169
  F-5




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##### Table of Contents



JK ACQUISITION CORP.
 (A Development Stage Company)
 STATEMENTS OF CASH FLOWS
 Year ended December 31, 2006 and
 Period from May 11, 2005 (Inception) to December 31, 2005 and
 Period from May 11, 2005 (Inception) to December 31, 2006
 Year
    
    
    Period from
    
    
    Period fromEnded
    
    
    Inception to
    
    
    Inception toDecember 31, 2006
    
    
    December 31, 2005
    
    
    December 31, 2006CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)
    
    $
    423,436
    
    
    $
    (4,994
    )
    
    $
    418,442Adjustments to reconcile net income (loss) to net
cash used in operating activities:Investment income on trust fund
    
    
    (1,994,845
    )
    
    
    
    
    
    
    (1,994,845
    )Gain on derivative liabilities
    
    
    1,265,004
    
    
    
    
    
    
    
    1,265,004Change in:Deferred tax asset
    
    
    (1,613
    )
    
    
    
    
    
    
    (1,613
    )Account payable and accrued liabilities
    
    
    299,870
    
    
    
    
    
    
    
    299,870Federal income tax payable
    
    
    15,640
    
    
    
    
    
    
    
    15,640Net cash provided by (used in) operating activities
    
    
    7,492
    
    
    
    (4,994
    )
    
    
    2,498CASH FLOWS FROM INVESTING ACTIVITIESDeferred acquisition costs
    
    
    (788,234
    )
    
    
    
    
    
    
    (788,234
    )Payment to trust account
    
    
    (76,532,404
    )
    
    
    
    
    
    
    (76,532,404
    )Disbursements from trust account
    
    
    900,000
    
    
    
    
    
    
    
    900,000Net cash used in investing activities
    
    
    (76,420,638
    )
    
    
    
    
    
    
    (76,420,638
    )CASH FLOWS FROM FINANCING ACTIVITIESGross proceeds from public offering
    
    
    79,350,000
    
    
    
    
    
    
    
    79,350,000Gross proceeds from private placement
    
    
    2,000,004
    
    
    
    
    
    
    
    2,000,004Proceeds from sale of stock
    
    
    
    
    
    
    31,250
    
    
    
    31,250Proceeds from sale of underwriter option
    
    
    100
    
    
    
    
    
    
    
    100Proceeds from advances from stockholders
    
    
    
    
    
    
    329,000
    
    
    
    329,000Payments on advances from stockholders
    
    
    (329,000
    )
    
    
    
    
    
    
    (329,000
    )Cash paid for offering costs
    
    
    (4,413,991
    )
    
    
    (329,119
    )
    
    
    (4,743,110
    )Net cash provided by financing activities
    
    
    76,607,113
    
    
    
    31,131
    
    
    
    76,638,244Net change in cash
    
    
    193,967
    
    
    
    26,138
    
    
    
    220,104Cash at beginning of period
    
    
    26,137
    
    
    
    
    
    
    
    Cash at end of period
    
    $
    220,104
    
    
    $
    26,138
    
    
    $
    220,104Supplemental disclosures:Cash paid for interest
    
    $
    
    
    
    $
    
    
    
    $
    Cash paid for income taxes
    
    
    
    
    
    
    
    
    
    
    Non-cash investing and financing transactions:Common stock subject to redemption
    
    $
    15,299,099
    
    
    $
    
    
    
    $
    15,299,099Increase in value of common stock subject to
redemption
    
    
    218,588
    
    
    
    
    
    
    
    218,588Derivative liabilities
    
    
    15,636,834
    
    
    
    
    
    
    
    15,636,834
  F-6




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##### Table of Contents



JK ACQUISITION CORP.
 (A Development Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Nature of business
  Development stage company
  Use of Estimates
  Cash and equivalents
  Investment securities
  Deferred offering costs
  Deferred acquisition costs
  Income taxes
  F-7




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##### Table of Contents



Basic
and diluted net income (loss) per share
  Recently issued accounting pronouncements
  NOTE 2  INITIAL PUBLIC OFFERING
    NOTE 3  ADVANCES FROM SHAREHOLDERS
  NOTE 4  DERIVATIVE LIABILITY
  F-8




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##### Table of Contents



NOTE 5  EQUITY
   NOTE 6  STOCK OPTION
     F-9




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##### Table of Contents



NOTE 7  RELATED PARTY TRANSACTION
  NOTE 8  INCOME TAXES
  Current U.S. federal income tax expense
    
    $
    15,640Deferred U.S. federal income tax benefit
    
    
    (1,613
    )Total Tax Expense
    
    $
    14,027
  Tax At Statutory Rate
    
    $
    148,736Tax Effected Permanent Differences:Unrealized loss on derivatives
    
    
    430,101Non-taxable investment income
    
    
    (554,164
    )Other-net
    
    
    (10,646
    )Total Tax Expense
    
    $
    14,027
  2006
    
    
    2005Amortization of organizational costs
    
    $
    1,613
    
    
    $
    1,698Less: valuation allowance
    
    
    
    
    
    
    (1,698
    )Total deferred tax assets
    
    $
    1,613
    
    
    $
    
 F-10




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##### Table of Contents



NOTE 9  EARNINGS PER SHARE
  Weighted
average common shares outstanding  basic
    
    
    12,605,609Effect of
dilutive securities  warrants
    
    
    1,606,975Weighted
average common shares outstanding  diluted
    
    
    14,212,584
  NOTE 10  PROPOSED MERGER
   NOTE 11  SELECTED QUARTERLY INFORMATION (Unaudited)
 Mar. 31
    
    Jun. 30
    
    Sept. 30
    
    Dec. 31
    
    TotalYear ended December 31, 2006:Net income (loss) before income taxes
    
    $
    (4,954
    )
    
    $
    3,123,573
    
    
    
    91,576
    
    
    
    (2,772,732
    )
    
    $
    437,463Net income (loss)
    
    
    (4,954
    )
    
    
    3,094,297
    
    
    
    57,168
    
    
    
    (2,723,075
    )
    
    
    423,436Earnings
(loss) per
share  basic
    
    
    (0.00
    )
    
    
    0.22
    
    
    
    0.00
    
    
    
    (0.16
    )
    
    
    0.03Earnings
(loss) per
share  diluted
    
    
    (0.00
    )
    
    
    0.20
    
    
    
    0.00
    
    
    
    (0.16
    )
    
    
    0.03Period from May 11, 2005 (inception)
to December 31, 2005:Net income (loss) before income taxes
    
    
    N/A
    
    
    
    (3,213
    )
    
    
    (1,294
    )
    
    
    (487
    )
    
    $
    (4,994
    )Net income (loss)
    
    
    N/A
    
    
    
    (3,213
    )
    
    
    (1,294
    )
    
    
    (487
    )
    
    
    (4,994
    )Earnings
(loss) per
share  basic
    
    
    N/A
    
    
    
    (0.00
    )
    
    
    (0.00
    )
    
    
    (0.00
    )
    
    
    (0.00
    )Earnings
(loss) per
share  diluted
    
    
    N/A
    
    
    
    (0.00
    )
    
    
    (0.00
    )
    
    
    (0.00
    )
    
    
    (0.00
    )
 F-11