UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                                   FORM 10-K

     [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

                                       OR

    [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                       COMMISSION FILE NUMBER: 001-32574

                              JK ACQUISITION CORP.
             (Exact name of registrant as specified in its charter)

           DELAWARE                             87-0745202
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
 incorporation or organization)

4265 San Felipe, SUITE 1100
         HOUSTON, TEXAS                            77027
   (Address of principal executive              (Zip Code)
            offices)

       Registrant's telephone number, including area code: (713) 968-9881

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                         Name of Exchange
Title of each class                                      on Which Registered
-------------------                                      -------------------
Units, each consisting of one share of Common Stock,     OTC BB
    $0.001 par value, and Two Warrants
Common Stock, $0.001 par value per share                 OTC BB
Warrants to Purchase Common Stock                        OTC BB


        SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE

Indicate by check mark if the issuer is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. [ ] Yes [X] No

Indicate by check mark if the issuer is not required to file reports pursuant to
Section 13 or Section 15(d) of the Securities Act. [ ] Yes [X] No

Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. [X] Yes [ ] No

                                         1
<page>
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

[ ] Large accelerated filer [ ] Smaller reporting company
[ ] Accelerated filer [X ] Non-accelerated filer

Indicate by check mark whether the issuer is a shell company (as defined in Rule
12b-2 of the Securities Act). [x] Yes [ ] No

The aggregate market value of the registrant's voting and non-voting common
stock held by non-affiliates computed by reference to the price at which the
common stock was last sold on March 17, 2009 was $11,562.

As of April 14, 2009, there were 5,505,556 shares of the registrant's common
stock outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

                                        2
<PAGE>

                                     PART I

ITEM 1. BUSINESS

OVERVIEW

JK  Acquisition  Corp.  ("Company")  is  a blank check company formed in 2005 to
serve  as  a  vehicle  for  the  acquisition,  through  a  merger, capital stock
exchange,  asset  acquisition  or other similar business combination with a then
unidentified  operating  business.  On  April  11, 2006, we completed our IPO of
equity  securities,  raising  net proceeds of $76,632,404. Like most blank check
companies,  our  certificate of incorporation provides for the return of the IPO
proceeds  held in trust to the holders of shares of common stock sold in the IPO
if  there  is  no  qualifying  business  combination(s)  consummated  before the
termination date as defined in the certificate of incorporation. Our certificate
of  incorporation  provides  that,  upon  the termination date, the Company will
cause  its  officers  to  distribute the amounts in the Trust Fund (inclusive of
interest)  to  the  holders  of  IPO Shares within sixty days of the termination
date.  Further,  our  certificate  of  incorporation  requires  that  after  the
distribution of the amounts in the Trust Fund, the officers of the Company shall
take  such  action  necessary  to  dissolve and liquidate the Company as soon as
reasonably  practicable.

Specifically, our certificate of incorporation defines the "termination date" as
the later of the following dates: 18 months after the consummation of the IPO or
24 months after the consummation of the IPO in the event that either a letter of
intent,  an  agreement  in  principle  or  a  definitive agreement to complete a
Business  Combination  was executed but was not consummated within such 18-month
period.  On  September  6, 2006, the Company, Multi-Shot, LLC ("Multi-Shot") and
various  other  parties  entered  into the Agreement and Plan of Merger ("Merger
Agreement")  and  related  agreements.  Over the course of this transaction, the
parties  twice  amended the terms of the Merger Agreement and twice extended the
transaction. On January 31, 2008, the Company announced that the special meeting
of  its  stockholders  to  vote  on the proposed merger with Multi-Shot had been
cancelled.  The  Company  determined  and  informed Multi-Shot that the proposed
merger  would  not  receive the votes of its stockholders required for approval.
The  agreement  and  plan  of  merger  governing  the proposed merger expired on
January 31, 2008, and the proposed merger with Multi-Shot was abandoned. In view
of  the  preceding,  our  board  of  directors  determined  that it is no longer
possible  for  the Company to consummate a qualifying business combination prior
to  the  Termination  Date.

As  a result of the termination of the Multi-Shot merger, the board of directors
determined  it  would be in the best interests of our stockholders to distribute
to  stockholders holding shares of our common stock ("IPO Shares") issued in our
initial public offering ("IPO") all amounts in the Trust Fund (net of applicable
taxes) established by us at the consummation of its IPO and into which a certain
amount  of  the  net  proceeds  of  the  IPO  were deposited (the "Trust Fund").
Further,  our  board  of  directors also determined that it would be in the best
interests  of  our  stockholders  for  our  company  to  continue  its corporate
existence  after  the  distribution  of  the Trust Fund, rather than dissolve as
required  by  our  certificate  of  incorporation,  and  to  do  so  with  a new
certificate  of  incorporation  that  would  be  suitable  for  our company as a
non-blank  check  company.

As  described  further  in  Item  4,  on  May  27,  2008,  a  special meeting of
Stockholders  was  held  and  the  Company  issued  a  press release stating its
stockholders  approved  of  all  three  proposed  amendments  to  the  Company's
Certificate  of Incorporation at the special meeting of stockholders held on May
27,  2008  so  that  the  Company  will  continue  its  corporate  existence.

EMPLOYEES

We  have  two  executive  officers,  both  of  whom  are members of our board of
directors.  These individuals are not obligated to devote any specific number of
hours  to  our  matters  and  intend  to  devote  only as much time as they deem
necessary  to  our  affairs.  We  do  not intend to have any full time employees
prior  to  the  consummation  of  a  business  combination.

                                          3
<PAGE>

ITEM  1A.  RISK  FACTORS

Statements in this Annual Report under the captions "Business" and "Management's
Discussion  and  Analysis  of Financial Condition and Results of Operations", as
well  as oral statements that may be made by us or by our officers, directors or
employees  acting  on  our  behalf,  that  are  not  historical  fact constitute
"forward-looking  statements"  within  the  meaning  of  the  Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown  risks,  uncertainties  and  other  factors  that could cause our actual
results  to  be  materially  different  from  the historical results or from any
results  expressed  or  implied by such forward-looking statements. Such factors
include,  but  are  not  limited to, the risk factors set forth below. We do not
intend  to  update  any  forward-looking  statements  to  reflect  events  or
circumstances  after the date of such statements or to reflect the occurrence of
anticipated  or  unanticipated  events.

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.

We  will  not generate any revenues (other than interest income on the cash held
in  trust)  until,  at  the  earliest,  after  the  consummation  of  a business
combination.  We  cannot assure you as to when or if a business combination will
occur.

UNDER STATEPLACEDELAWARE LAW, THE REQUIREMENTS AND RESTRICTIONS CONTAINED IN OUR
AMENDED  AND  RESTATED  ARTICLES  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  are not required to commit their full time to our
affairs,  which  may  result  in a conflict of interest in allocating their time
between  our  operations and other businesses. This could have a negative effect
on  our  ability  to consummate a business combination. We do not intend to have
any full time employees prior to the consummation of a business combination. All
of  our  executive  officers are engaged in several other business endeavors and
are  not  obligated  to  contribute any specific number of hours to our affairs.

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.

Our  certificate  of  incorporation  authorizes  the  issuance  of  up  to
600,000,000 shares of common stock, par value $.0001 per share, and 1,000,000
shares of preferred stock, par value $.0001 per share. There will be
594,494,444 authorized but unissued shares of our common stock available
for issuance  and all of the 1,000,000 shares of preferred stock available for
issuance. We may issue a substantial number of additional shares of our common
stock or preferred stock, a combination of common and preferred stock, or debt
securities, to complete a business combination. We may issue a substantial
number of additional shares of our common stock if the holders of our short term
debt-due to shareholders exercise the conversion features as described in Note 4
to the financial statements.  The issuance of additional shares of our common
stock or any number of shares of our preferred stock:

* may significantly dilute the equity interest of our initial public offering
  investors;
* 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

                                          4
<PAGE>

* may adversely affect prevailing market prices for our common stock. Similarly,
  if we issue debt securities, it could result in:
* 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;
* 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.


WE DEPEND ON OUR CURRENT MANAGEMENT TEAM, THE LOSS OF ANY MEMBER OF WHICH COULD
MATERIALLY ADVERSELY AFFECT OUR BUSINESS. WE DO NOT CARRY KEY MAN LIFE INSURANCE
AND HAVE NOT REQUIRED NON-COMPETITION AGREEMENTS.

We depend on the services of management to meet our business development
objectives. We would expect to encounter difficulty replacing any of them. The
loss of any person on our management team, or the inability of one or more of
them to devote sufficient attention to our operations, could materially
adversely affect our business and operations. We have not entered into an
employment or a non-competition agreement with any member of management. As a
result, any such member may discontinue providing his services to us at any time
and for any reason, and even thereafter commence competition with us. We do not
carry key person life insurance for any member of our management team.

OUR OFFICERS AND DIRECTORS MAY NOT HAVE SIGNIFICANT EXPERIENCE OR KNOWLEDGE OF
THE INDUSTRY OF THE TARGET BUSINESS.

We cannot assure you that our officers and directors will have experience or
sufficient knowledge relating to the industry of the target business to make an
appropriate acquisition decision.

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.

Some of our officers and directors are currently, and may in the future become,
affiliated with entities, including other "blank check" companies, engaged in
business activities similar to those intended to be conducted by us.
Additionally, our officers and directors may become aware of business
opportunities which may be appropriate for presentation to us as well as the
other entities to which they have fiduciary obligations. Accordingly, they may
have conflicts of interest in determining to which entity a particular business
opportunity should be presented. For a complete discussion of our management's
business affiliations and the potential conflicts of interest that you should be
aware of, see the sections appearing elsewhere in this report entitled
"Management - Directors and Officers" and "Management - Conflicts of Interest."
We cannot assure you that these conflicts will be resolved in our favor.

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.

Our officers and directors have never served as officers or directors of a
development stage public company with the business purpose of raising funds to
acquire an operating business. Accordingly, you may not be able to adequately
evaluate their ability to successfully consummate a business combination.

                                        5
<PAGE>

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.

To the extent we issue shares of common stock to effect a business combination,
the potential for the issuance of substantial numbers of additional shares upon
exercise of these warrants and the option could make us a less attractive
acquisition vehicle in the eyes of a target business as such securities, when
exercised, will increase the number of issued and outstanding shares of our
common stock and reduce the value of any shares issued to complete the business
combination. Accordingly, our warrants and the option may make it more difficult
to effectuate a business combination or increase the cost of the target
business. Additionally, the sale, or even the possibility of sale, of the shares
underlying the warrants and the option could have an adverse effect on the
market price for our securities or on our ability to obtain future public
financing. If and to the extent these warrants and the option are exercised, you
may experience dilution to your holdings.

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.

If we are deemed to be an investment company under the Investment Company Act of
1940, our activities may be restricted, including:

* 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. In addition, we may have imposed upon us
  burdensome requirements, including:
* 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.

We do not believe that our anticipated principal activities will subject us to
the Investment Company Act of 1940. To this end, the proceeds held in trust may
only be invested by the trust agent in "government securities" (within the
meaning of the Investment Company Act of 1940) with specific maturity dates. By
restricting the investment of the proceeds to these instruments, we intend to
meet the requirements for the exemption provided in Rule 3a-1 promulgated under
the Investment Company Act of 1940. If we were deemed to be subject to the Act,
compliance with these additional regulatory burdens would require additional
expense that we have not allotted for.

ITEM 1B. UNRESOLVED STAFF COMMENTS

We have received no written comments regarding our periodic or current reports
from the staff of the Securities and Exchange Commission that were issued 180
days or more preceding the end of our 2006 fiscal year and that remain
unresolved.

ITEM 2. PROPERTIES

We maintain our executive offices at 4265 San Felipe, Suite 1100, Houston, Texas
77027.

ITEM 3. LEGAL PROCEEDINGS

To the knowledge of management, there is no litigation or administrative
proceedings currently pending or contemplated against us or any of our officers
or directors in their capacity as such.

                                          6

<PAGE>


ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.

On January 31, 2008, the Company announced that the special meeting of
stockholders to vote on the proposed merger with Multi-Shot, LLC ("Multi-Shot")
had been cancelled. The Company determined and informed Multi-Shot that the
proposed merger would not receive the votes of our stockholders required for
approval. The agreement and plan of merger governing the proposed merger expired
on January 31, 2008, and the proposed merger with Multi-Shot was abandoned.

As a result of the termination of the Multi-Shot merger, the board of directors
determined it would be in the best interests of our stockholders to distribute
to stockholders holding shares of our common stock ("IPO Shares") issued in our
initial public offering ("IPO") all amounts in the Trust Fund (net of applicable
taxes) established by us at the consummation of its IPO and into which a certain
amount of the net proceeds of the IPO were deposited (the "Trust Fund").
Further, our board of directors also determined that it would be in the best
interests of our stockholders for our company to continue its corporate
existence after the distribution of the Trust Fund, rather than dissolve as
required by our certificate of incorporation, and to do so with a new
certificate of incorporation that would be suitable for our company as a
non-blank check company.

Accordingly, we called a special meeting of Stockholders to be held on Tuesday,
May 27, 2008 at our offices located at 4400 Post Oak Parkway, Suite 2530,
Houston, Texas at 9:00 A.M. Central daylight time for the following purposes:

1. To consider and vote on three proposals to amend our certificate of
incorporation:

* to permit the continuance of our company as a corporation beyond the time
  currently specified in our certificate of incorporation without the
  limitations related to its IPO (the "Article Five Elimination Proposal") -
  Specifically, this proposal would remove the Fifth Article from our
  certificate of incorporation, which, among other blank check company- related
  restrictions, requires us to dissolve following distribution of the Trust
  Fund. If this proposal is approved, our stockholders will not have the right
  to receive a liquidating distribution of any net assets outside of the Trust
  Fund. However, there are no net assets outside of the IPO trust account
  available for distribution to stockholders;

* to increase the authorized shares of common stock from 50,000,000 shares to
  600,000,000 shares of common stock (the "Authorized Share Proposal") - This
  proposal will be acted upon following, and will be conditioned upon, the
  approval of the Article Five Elimination Proposal; and

* to effect a three-for-one reverse stock split (the "Reverse Stock Split
  Proposal") of our common stock, $.0001 par value per share ("Common Stock"),
  in which every three shares of Common Stock outstanding as of the effective
  date of the amendment will be converted into one share of Common Stock - This
  proposal will be acted upon following, and will be conditioned upon, the
  approval of the Article Five Elimination Proposal; and

2. To consider and vote on a proposal to adjourn the special meeting to a later
date or dates, if necessary, to permit further solicitation of proxies in the
event there are insufficient votes at the time of the special meeting to approve
the Article Five Elimination Proposal, the Authorized Share Proposal, and/or the
Reverse Split Proposal (the "Adjournment Proposal").


The Board of Directors fixed the close of business on April 21, 2008 as the
record date for determining the stockholders entitled to notice of and to vote
at the special meeting and any adjournment thereof.  On May 27, 2008, the
special meeting of Stockholders was held and the Company issued a press release
stating its stockholders approved of all three proposed amendments to the
Company's Certificate of Incorporation at the special meeting of stockholders
held on May 27, 2008 so that the Company will continue its corporate existence.
The shareholder vote resulting in the following results;

                                        7
<PAGE>
                                                                   Percentage of
                                                                       Votes
                                Percentage                           "Against,
                                    of                                Votes
                          Votes    Votes    Votes    Abstain or   Abstaining and
                          "For"    "For"  "Against"   Non-Vote       Non-Votes
                          -----   -------  ------    ---------    ------------

Article Five
  Elimination Proposal 14,565,972   88.2%   321,339   1,629,356        11.8%

Authorized Share
  Proposal             12,686,032   76.8% 2,209,279   1,621,356        23.2%

Reverse Stock Split
  Proposal             12,688,032   76.8% 2,209,279   1,619,356        23.2%


                                    PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.

The  shares  of JKA common stock, warrants and units are currently quoted on the
Over  the  Counter  Bulletin  Board  under  the  symbols  JKAK.OB,  JKAKW.OB and
JKAKU.PK,  respectively.  Each  unit  of JKA consists of one share of JKA common
stock  and  two  redeemable  common stock purchase warrants. JKA warrants became
separable  from  JKA  common  stock  on  May 11, 2006. Each warrant entitles the
holder to purchase from JKA one third (1/3) share of common stock at an exercise
price  of $5.00 per one third (1/3) share commencing the later of the completion
of  a  business  combination  or April 11, 2007. The JKA warrants will expire at
5:00  p.m., New  York  City  time,  on April 10, 2010, or earlier upon
redemption.  Prior  to  April  11, 2006, there was no established public trading
market  for  our  common  stock.

JKA  does  not  currently have any authorized or outstanding equity compensation
plans.

The  following  table  sets  forth,  for  the  calendar  quarter  indicated, the
quarterly  high  and low sales prices of our units, common stock and warrants as
reported on the American Stock Exchange for the year ended December 31, 2008 and
2007.

                                Common Stock       Warrants           Units
Quarter  Ended                  High     Low     High     Low     High     Low
---------------                -----   -------  ------- --------  ----     ---
March  31,  2008              $6.50     $5.54   $0.2001 $0.0002  $6.25   $5.75
June  30,  2008               $6.34     $0.02   $0.0100 $0.0001  $6.15   $5.82
September  30,  2008          $0.05     $0.01   $0.0070 $0.0001  $0.03   $0.03
December  31,  2008           $0.02     $0.01   $0.0050 $0.0001  $0.03   $0.02

                                Common Stock     Warrants             Units
Quarter  Ended                  High     Low     High     Low     High     Low
--------------                  ----     ---     ----     ---     ----     ---

March  31,  2007               $5.80    $5.58    $0.54    $0.37   $6.70   $6.20
June  30,  2007                $5.89    $5.65    $0.85    $0.55   $7.40   $6.78
September  30,  2007           $5.92    $5.70    $0.85    $0.17   $7.40   $5.95
December  31,  2007            $6.05    $5.55    $0.42    $0.19   $6.55   $6.00

                                          8
<PAGE>

HOLDERS

As  of  December  31,  2008,  there  were  144,056  holders  of  record  of  our
units, 5,361,574 holders of record of our common stock and 26,252,336 holders of
record of our warrants.

DIVIDENDS

We have not paid any dividends on our common stock to date and do not intend to
pay dividends prior to the completion of a business combination. The payment of
dividends in the future, assuming we successfully complete a business
combination, will be contingent upon our revenue and earnings, if any, capital
requirements and general financial condition subsequent to completion of a
business combination. The payment of any dividends subsequent to a business
combination will be within the discretion of our then Board. It is the present
intention of our Board to retain all earnings, if any, for use in our business
operations and, accordingly, our board does not anticipate declaring any
dividends in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

(a) During the past three years, we sold the following shares of common stock
without registration under the Securities Act:

On May 18, 2005, in connection with our organization, we issued 660,000 shares
of our common stock (adjusted for the stock split in June 2008) to the parties
set forth below for $24,750 in cash, at a purchase price of $0.0375 per share,
as follows:

     NAME                       NUMBER OF SHARES
     ----                       ----------------
James P. Wilson                      363,000
Keith D. Spickelmier                 297,000

Such shares are exempt from registration under regulations promulgated by the
SEC under Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"). The exemption was available on the basis that there was no
general solicitation in connection with the placement and sales were only made
to accredited investors.

On May 31, 2005, in connection with the organization, we issued an additional
90,000 shares of our common stock to the parties set forth below for $3,375 in
cash, at a purchase price of $0.0375 per share, as follows:

     NAME                       NUMBER OF SHARES
     ----                       ----------------
James P. Wilson                     49,500
Keith D. Spickelmier                40,500

Such shares are exempt from registration under regulations promulgated by the
SEC under Section 4(2) of the Securities Act. The exemption was available on the
basis that there was no general solicitation in connection with the placement
and sales were only made to accredited investors.

On May 31, 2005, in connection with our organization, James P. Wilson
transferred 7,500 shares of our common stock to Michael H. McConnell for an
aggregate purchase price of $281.25, or $.0375 per share, and 750 shares of our
common stock to Herbert C. Williamson for an aggregate purchase price of $28.13,
or $.0375 per share. On May 31, 2005, in connection with our organization, Keith
D. Spickelmier transferred  6,750 shares of our common stock to Herbert C.
Williamson for an aggregate purchase price of $253.13, or $.0375 per share.

                                          9
<PAGE>

On July 13, 2005, we issued 8,333 shares of our common stock to the parties set
forth below for $3,125 in cash, at a purchase price of $0.0375 per share, as
follows:

      NAME                       NUMBER OF SHARES
      ----                       ----------------
James P. Wilson                      45,833
Keith D. Spickelmier                 40,500

Such shares are exempt from registration under regulations promulgated by the
SEC under Section 4(2) of the Securities Act. The exemption was available on the
basis that there was no general solicitation in connection with the placement
and sales were only made to accredited investors.

On April 10, 2006, the board of directors declared a stock dividend of 0.183333
shares of common stock currently issued and outstanding. The stock dividend was
paid prior to the private placement described below.

On April 10, 2006, in connection with our initial public offering, we sold
333,334 units (each unit consists of one share of common stock and two warrants)
in a private placement to the parties set forth below for $2,000,004 in cash, at
a purchase price of $6.00 per unit, as follows:

      NAME                       NUMBER  OF  UNITS
      ----                       -----------------
James P. Wilson                       183,334
Keith D. Spickelmier                  150,000

                                            9
<PAGE>

Such shares are exempt from registration under regulations promulgated by the
SEC under Section 4(2) of the Securities Act. The exemption was available on the
basis that there was no general solicitation in connection with the placement
and sales were only made to accredited investors.

USE OF PROCEEDS FROM OUR INITIAL PUBLIC OFFERING

On April 17, 2006, JK Acquisition sold 13,225,000 units to the public at a price
of $6.00 per unit. Each unit consists of one share of common stock and two
redeemable common stock purchase warrants. JK Acquisition received proceeds of
$74,606,890, net of offering costs of $4,743,110. On May 10, 2006, the warrants
and common stock were separated from the units and began to trade separately.

Each warrant entitles the holder to purchase one third (1/3) share of common
stock at an exercise price of $5.00 per one third (1/3) share. The warrants have
a life of four years after which they will expire. JK Acquisition has a right to
call the warrants, provided the common stock has traded at a closing price of at
least $25.50 per share for any 20 trading days within a 30 trading day period
ending on the third business day prior to the date on which notice of redemption
is given. If JK Acquisition calls the warrants, the holder will either have to
redeem the warrants by purchasing the common stock from JK Acquisition for $5.00
per one third (1/3) share or the warrants will expire.

In connection with the initial public offering, JK Acquisition committed to pay
to the underwriters a non-accountable expense allowance equal to 5% of the gross
offering proceeds upon the consummation of the initial public offering. The
underwriters have agreed to defer approximately $1,552,500 attributable to their
non-accountable expense allowance (equal to 2.25% of the gross proceeds of the
offering) until the consummation of a business combination. Upon the
consummation of a business combination, JK Acquisition will pay such deferred
non-accountable expense allowance to the underwriters out of the proceeds of our
initial public offering held in trust.

Our net proceeds from the sale of our units, including the exercise of the
underwriters' over-allotment option, after deducting certain offering expenses
of approximately $750,100 and underwriting discounts of approximately
$3,967,000, were approximately $76,632,404. Of this amount, $76,532,404 was
placed in trust and the remaining $100,000 was not placed in trust. The
remaining proceeds of $100,000 not held in trust (plus up to $900,000 of
interest earned on the proceeds held in trust) are available to be used by us
for working capital purposes to provide for business, legal and accounting due
diligence on prospective acquisitions and continuing general and administrative
expenses.

EQUITY COMPENSATION PLAN INFORMATION

As of December 31, 2008, we had no equity compensation plans in effect.

                                          10
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

On January 31, 2008, JK Acquisition Corp. ("JKA") announced that the special
meeting of its stockholders to vote on the proposed merger with Multi-Shot, LLC
("Multi-Shot") had been cancelled. JKA determined, and informed Multi-Shot, that
the proposed merger would not receive the votes of JKA's stockholders required
for approval. The Second Amended and Restated Agreement and Plan of Merger dated
August 27, 2007 (the "Merger Agreement") expired on January 31, 2008 and the
proposed merger with Multi-Shot was abandoned. The board of directors of JKA
will continue to evaluate alternatives that may be in the best interests of
JKA's stockholders, including the potential liquidation of JKA.

We were formed on May 11, 2005, for the purpose of acquiring, through a merger,
capital stock exchange, asset acquisition or other similar business combination,
an operating business headquartered in placeNorth America, focusing in the
manufacturing, distribution or service sectors. Our initial business combination
must be with a target business whose fair market value is at least equal to 80%
of our net assets (excluding deferred compensation of the underwriters held in
trust) at the time of such acquisition. We intend to use cash derived from the
proceeds of our recently completed public offering and concurrent private
placement, our capital stock, debt or a combination of cash, capital stock and
debt, to effect such business combination. On April 17, 2006, we consummated our
initial public offering of 13,225,000 units, including 1,725,000 units that were
subject to the underwriters' over-allotment option. Each unit consists of one
share of common stock and two warrants. Each warrant entitles the holder to
purchase from us one share of our common stock at an exercise price of $5.00.
Our common stock and warrants started trading separately as of May 11, 2006.

Our net proceeds from the sale of our units, including the exercise of the
underwriters' over-allotment option, after deducting certain offering expenses
of approximately $750,100 and underwriting discounts of approximately
$3,967,000, were approximately $76,632,404. Of this amount, $76,532,404 was held
in trust. The remaining proceeds of $100,000 not held in trust (plus up to
$900,000 of interest earned on the proceeds held in trust) were available to be
used by us for working capital purposes to provide for business, legal and
accounting due diligence on prospective acquisitions and continuing general and
administrative expenses. We will use substantially all of the net proceeds of
our initial public offering to acquire a target business, including identifying
and evaluating prospective acquisition candidates, selecting the target
business, and structuring, negotiating and consummating the business
combination. To 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
account as well as any other net proceeds not expended will be used to finance
the operations of the target business.

Commencing on April 10, 2006 and ending upon the acquisition of a target
business or liquidation, we began incurring a fee of $7,500 per month for office
space and certain administrative, technology and secretarial services from 4350
Management, LLC, an affiliate of James P. Wilson, our chairman of the board and
chief executive officer. In addition, on May 18, 2005 and December 20, 2005,
Messrs. Wilson and Spickelmier advanced an aggregate of $329,000 to us for
payment of offering expenses on our behalf. These advances were repaid following
our initial public offering from the proceeds of the offering.

RESULTS OF OPERATIONS

Comparison of Fiscal Year Ended December 31, 2008 to Fiscal Year Ended December
31, 2007

For the fiscal year ended December 31, 2008, we had net income of $423,316. For
the year ended December 31, 2007, we had net income of $1,967,606. For the
fiscal year ended December 31, 2008, we incurred $169,011 of operating expenses,
interest income on the trust fund investments of $886,540, gain on settlement of
debt of $662,719, loss on extinguisment of debt of $928,182, and interest
expense of $28,750, as compared to the year ended December 31, 2007 when we
incurred $462,848 of general and administrative expenses, $1,828,626 in
impairment charges for deferred transaction costs,  a gain of $1,468,600 on
derivative liabilities of the Company's warrants as a result of the change in
valuation of the derivative liabilities (see Notes to the Financial Statements
for more information) and interest income on the trust fund investments of
$2,782,145.

Comparison of Fiscal Year Ended December 31, 2007 to Fiscal Year Ended December
31, 2006

For the fiscal year ended December 31, 2007, we had net income of $1,967,606.
For the year ended December 31, 2006, we had net income of $423,436. For the
fiscal year ended December 31, 2007, we incurred $462,848 of general and
administrative expenses, a gain of $1,468,600 on derivative liabilities of the
Company's warrants as a result of the change in valuation of the derivative
liabilities (see Notes to the Financial Statements for more information) and
interest income on the trust fund investments of $2,782,145, as compared to the
year ended December 31, 2006 when we incurred $292,378 of general and
administrative expenses, a loss of $1,265,004 on derivative liabilities of the
Company's warrants as a result of the change in valuation of the derivative
liabilities (see Notes to the Financial Statements for more information) and by
interest income on the trust fund investments of $1,994,845.

                                          11
<PAGE>



CHANGES IN FINANCIAL CONDITION

Liquidity and Capital Resources

JK Acquisition's cash position as of December 31, 2008 is $171.  JK Acquisition
has outstanding payables of $26,038 as of  December 31, 2008.  As of  December
31, 2008, short term debt due to shareholders was $941,282 with related accrued
interest of $28,754 and amounts due to related parties for management fee of
$22,500.

Because of the abandonment of the merger discussed above, the Company's current
cash position versus its outstanding payables and accruals, there is substantial
doubt about the Company's ability to continue as a going concern. The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. The future of the Company is dependent upon the
development of new business opportunities. Management may need to raise
additional funds via a combination of equity and/or debt offerings. These
financial statements do not include any adjustments that might arise from this
uncertainty.

On May 23, 2007, June 14, 2007, July 19, 2007, September 6, 2007, October 9,
2007 and December 29, 2007, JK Acquisition received an aggregate of $825,000 in
advances for expenses from two shareholders, Messrs. Wilson and Spickelmier.
Proceeds from each of the advances funded JK Acquisition's ongoing continuing
operating expenses. Under the original terms of the advances, JK Acquisition
would: (i) pay no interest and (ii) the amounts of the advances are due to be
reimbursed upon the consummation of a business combination. In the event JK
Acquisition fails to complete a business combination with any entity (I) by
October 10, 2007 or, (II) if a letter of intent, agreement in principle or
definitive agreement is executed, but not consummated, by October 10, 2007, then
by April 10, 2008, then JK Acquisition shall not be required to repay the
advances. The two shareholders who advanced such funds, have waived any recourse
against JK Acquisition's trust account with respect to the advances in the event
that a business combination is not consummated by JK Acquisition in a timely
manner as described herein above.

On May 22, 2008 and May 30, 2008 the Company borrowed from James P. Wilson and
Keith D. Spickelmier an aggregate amount of $103,182 in order to pay certain
outstanding Company payables. Each of Messrs. Wilson and Spickelmier is an
officer and a director of the Company. Messrs. Wilson and Spickelmier had
previously advanced to the Company an aggregate of $825,000 pursuant to separate
advance agreements, as described above. The additional $103,182 advance was made
pursuant to a Novation Agreement, which, among other things, replaced all of the
previous advance agreements. The Novation Agreement provided that (a) the
aggregate amount of Company indebtedness to Messrs. Wilson and Spickelmier was
$928,182, after the additional $103,182 advance, (b) all amounts owing by the
Company to Messrs. Wilson and Spickelmier would bear interest at the rate of
five percent (5.0%) per annum, (c) all amounts owing by the Company to the
Messrs. Wilson and Spickelmier would be due in payable in full on demand, and
(d) Messrs. Wilson and Spickelmier have the right, at their election, to have
the indebtedness owed to them represented by a promissory note. The Novation
Agreement also provided for the release of certain agreements between the
Company, on the one hand, and Messrs. Wilson and Spickelmier, on the other hand,
entered into in connection with the Company's initial public offering. These
agreements were released because they no longer had any relevance in view of the
proposed amendments to the Company's Certificate of Incorporation that were to
be considered (and that were subsequently approved) at the special meeting of
stockholders scheduled for May 27, 2008.  See Note 10 of the accompanying
financial information for discussion of the special meeting of stockholders.

                                        12
<PAGE>

In July, 2008, the Company revised the terms of the above stated debt with its
shareholders, by issuing new promissory notes. Under the terms of the new notes,
the principal and any accrued but unpaid interest may be converted at any time
into common stock at a conversion rate of $.008.  The other terms of the note
are substantially the same as those described in the preceding paragraph.

Off-Balance Sheet Arrangements

Other than contractual obligations incurred in the normal course of business, we
do not have any off-balance sheet financing arrangements or liabilities,
guarantee contracts, retained or contingent interests in transferred assets or
any obligation arising out of a material variable interest in an unconsolidated
entity. We do not have any majority-owned subsidiaries.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Market risk is a broad term for the risk of economic loss due to adverse changes
in the fair value of a financial instrument. These changes may be the result of
various factors, including interest rates, foreign exchange rates, commodity
prices and/or equity prices. Our exposure to market risk is limited to interest
income sensitivity with respect to the funds placed in the trust account.
However, the funds held in our trust account have been invested only in U.S.
"government securities," defined as any Treasury Bill issued by the United
States having a maturity of one hundred and eighty days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act of 1940, so we are not deemed to be an investment company
under the Investment Company Act. Thus, we are subject to market risk primarily
through the effect of changes in interest rates on government securities. The
effect of other changes, such as foreign exchange rates, commodity prices and/or
equity prices, does not pose significant market risk to us.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Reference is made to our financial statements beginning on page F-1 of this
report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as of December 31, 2008, as required by Rule 13a-15 of
the Exchange Act. As described below, under "Management's Report on Internal
Control Over Financial Reporting," a material weakness was identified in our
internal control over financial reporting as of December 31, 2008, relating to
our lack of segregation of duties. Based on the evaluation described above, our
Chief Executive Officer, Chairman of the Board of Directors and Secretary
(Principal Executive Officer) (Principal Financial and Accounting Officer) all
roles of which are performed by one individual, concluded that, as of December
31, 2008, our disclosure controls and procedures were not effective in ensuring
that the information required to be disclosed by us in reports filed 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 SEC. To address
the material weakness, we performed additional analysis and other post-closing
procedures in an effort to ensure our consolidated financial statements included
in this annual report have been prepared in accordance with generally accepted
accounting principles. Accordingly, management believes that the financial
statements included in this report fairly present in all material respects our
financial condition, results of operations and cash flows for the periods
presented.

                                          13
<PAGE>

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal
control over financial reporting as that term is defined in Exchange Act Rule
13a-15(f). Our internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of our financial statements for external reporting purposes
in accordance with generally accepted accounting principles ("GAAP"). Our
internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect our transactions and dispositions of our assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of our financial statements in accordance with GAAP, and that
our receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on our
financial statements.

Internal control over financial reporting cannot provide absolute assurance of
achieving financial reporting objectives because of its inherent limitations.
Internal control over financial reporting is a process that involves human
diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting also
can be circumvented by collusion or improper management override. Because of
such limitations, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk. In addition,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions or
that the degree of compliance with the policies or procedures may deteriorate.

In order to evaluate the effectiveness of our internal control over financial
reporting as of December 31, 2008, as required by Section 404 of the
Sarbanes-Oxley Act of 2002, management conducted an assessment, including
testing, based on the criteria set forth in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the "COSO Framework"). A material weakness is a control deficiency,
or a combination of control deficiencies, that results in more than a remote
likelihood that a material misstatement of our annual or interim financial
statements will not be prevented or detected. In assessing the effectiveness of
our internal control over financial reporting, management identified the
following material weakness in internal controls over financial reporting as of
December 31, 2008:

Deficiencies in the Segregation of Duties.

The role and duties of Chief Executive Officer, Chairman of the Board of
Directors, Secretary ,Principal Financial and Accounting Officer are held and
performed by one individual who is actively involved in the preparation of the
financial statements, and therefore cannot provide an independent review and
quality assurance function within the accounting and financial reporting group.
Furthermore, that individual has wide-spread access to create and post entries
in the Company's financial accounting system. There is a risk that a material
misstatement of the financial statements could be caused, or at least not be
detected in a timely manner, due to insufficient segregation of duties.

Based on the material weakness described above and the criteria set forth by the
COSO Framework, we have concluded that our internal control over financial
reporting at December 31, 2008, was not effective.

This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting.  Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
Exchange Commission that permit the company to provide only management's report
in this annual report.

                                        14
<PAGE>

Changes  in  Internal  Control  over  Financial  Reporting

No  change  in our internal control over financial reporting (as defined in Rule
13a-15(f)  under the Securities Exchange Act of 1934) occurred during the fourth
quarter  of fiscal 2007 that has materially affected, or is reasonably likely to
materially  affect,  our  internal  control  over  financial  reporting.

ITEM  9B.  OTHER  INFORMATION

Not  applicable.

                                    PART III

ITEM  10.  DIRECTORS,  EXECUTIVE  OFFICERS  AND  CORPORATE  GOVERNANCE

Our  current  directors  and  executive  officers  are  as  follows:

      NAME                  AGE     POSITION
      ----                  ---      --------
James  P.  Wilson           50     Chairman  of  the  Board,  Chief  Executive
                                   Officer
Keith  D.  Spickelmier      47     President  and  Director


James  P. Wilson has been our Chairman of the Board, Chief Executive Officer and
Secretary  since  our  inception.  Mr.  Wilson  is  a  Managing  Partner of RSTW
Partners,  a  private  debt and equity firm he co-founded in 1990. RSTW Partners
raised  a  series  of  three  private  equity  funds  totaling $871.5 million in
capital.  RSTW  Partners  invested in 55 private debt and equity transactions in
middle  market  companies  across the country-regionplaceUnited States. Prior to
co-founding  RSTW  Partners,  Mr. Wilson was a vice president of the First Texas
Merchant  Banking  Group,  (August  1987 - December 1989) a private subordinated
debt investment group. Mr. Wilson began his career in 1981 as a Certified Public
Accountant  with  the national accounting firm of Arthur Young & Co (now Ernst &
Young).  Mr.  Wilson  holds  a  B.B.A.  in  accounting  from Texas A&M
University.

Keith  D. Spickelmier has been our President and a Director since our inception.
Mr.  Spickelmier  began  his career in 1986 practicing law with Sheinfeld, Maley
and Kay, a nationally known bankruptcy firm in Houston, Texas, and was  named  a
partner in 1991. In 1992, he joined Verner, Liipfert, Bernhard and Hand,  a
Washington,  D.C.  firm,  as a Shareholder. From 2001 to 2003,  Mr.  Spickelmier
was  with  Haynes  and  Boone  as  Of  Counsel and as a consultant. His practice
focused on complex corporate bankruptcy and commercial litigation. Beginning in
1997, Mr. Spickelmier transitioned from the practice of law  to  investments,
primarily in the telecommunications and energy sectors. In 2004,  Mr.
Spickelmier  co-founded  and  is  currently the Chairman of Westside Energy
Corp.,  a  publicly  traded  exploration and production company based in
Dallas,  Texas.  Mr.  Spickelmier received an undergraduate degree from  the
University of Nebraska at Kearney in 1983 and a Juris  Doctorate  from the
University of Houston in 1986.

Our  board of directors has two directors. The directors, consisting of James P.
Wilson,  Keith  D.  Spickelmier,  will  serve  until  the next annual meeting of
stockholders  and  until  their  successors  are  elected  and  qualified. These
individuals  will  play  a  key  role  in identifying and evaluating prospective
acquisition  candidates,  selecting  the  target  business,  and  structuring,
negotiating  and  consummating  its  acquisition.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

Section  16(a) of the Securities Exchange Act of 1934 requires our directors and
executive  officers  and  persons who own more than 10% of a registered class of
our  equity  securities,  to  file  with  the Securities and Exchange Commission
initial  reports  of ownership and reports of changes in beneficial ownership of
Common  Stock and other equity securities of us. Directors, officers and greater
than  10%  stockholders  are  required  by SEC regulation to furnish us with all
Section  16(a)  forms they file.  To our knowledge, based solely upon our review
of  the  copes  of  such  reports  furnished  to  us, we believe that all of our
directors,  officers  and  greater  than 10% stockholders have complied with the
applicable  Section  16(a)  reporting  requirements.

                                          15
<PAGE>


AUDIT  COMMITTEE

Our  audit  committee  consists  of  our  full  board  of  directors.

The  audit  committee  will review the professional services and independence of
our  independent  registered public accounting firm and our accounts, procedures
and internal controls. The audit committee will also recommend the firm selected
to  be our independent registered public accounting firm, review and approve the
scope  of  the  annual  audit,  review  and evaluate with the independent public
accounting  firm  our annual audit and annual consolidated financial statements,
review  with  management  the  status  of internal accounting controls, evaluate
problem  areas  having a potential financial impact on us that may be brought to
the  committee's  attention  by  management,  the  independent registered public
accounting  firm  or  the  board  of  directors,  and evaluate all of our public
financial  reporting  documents.

CODE  OF  ETHICS

We  have  adopted  a  code  of  conduct  and ethics applicable to our directors,
officers and employees in accordance with applicable federal securities laws and
the  rules  of the American Stock Exchange. A copy of the JKA Code of Ethics and
any  amendments  thereto  is  available  at  www.jkacq.com.
                                             -------------



ITEM  11.  EXECUTIVE  COMPENSATION

No executive officer or director has received any cash compensation for services
rendered.  Commencing  on  the  effective  date  of  our initial public offering
through  March 31, 2008, we will pay 4350 Management, LLC, a wholly-owned entity
of  James  P.  Wilson,  a  fee of $7,500 per month for providing us with certain
limited  administrative, technology and secretarial services, as well as the use
of certain limited office space, including a conference room, in Houston, Texas.
However,  this  arrangement  is  solely  for  our benefit and is not intended to
provide  James  P.  Wilson  compensation in lieu of a salary. No other executive
officer or director has a relationship with or interest in 4350 Management, LLC.

Other  than  this  $7,500  per-month fee, no compensation of any kind, including
finder's  and  consulting fees, will be paid to any of our initial stockholders,
our  officers  or directors, or any of their respective affiliates, for services
rendered  prior  to  or  in connection with a business combination. However, our
initial  stockholders will be reimbursed for any out-of-pocket expenses incurred
in connection with activities on our behalf such as identifying potential target
businesses and performing due diligence on suitable business combinations. There
is  no  limit on the amount of these out-of-pocket expenses and there will be no
review  of  the reasonableness of the expenses by anyone other than our board of
directors,  which  includes  persons  who  may seek reimbursement, or a court of
competent  jurisdiction  if  such  reimbursement  is  challenged. If none of our
directors  are deemed "independent," we will not have the benefit of independent
directors examining the propriety of expenses incurred on our behalf and subject
to  reimbursement.

ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDERS  MATTERS

The following table sets forth information regarding the beneficial ownership of
our  common  stock  as  of  April 14,  2009  by:

* each person known by JKA to be the beneficial owner of more than 5% of its
outstanding shares of common stock based solely upon the amounts and percentages
as are contained in the public filings of such persons as of February 21, 2008;
* each of JKA's officers and directors; and

* all of JKA's officers and directors as a group.

Unless otherwise indicated, JKA believes that all persons named in the table
have sole voting and investment power with respect to all shares of common stock
beneficially owned by them.

                                          16
<PAGE>

Based solely upon information contained in public filings, as of February 28,
2009, the following stockholders beneficially own greater than five (5%) percent
of JKA's issued and outstanding common stock as such amounts and percentages
(based on 5,505,556 shares outstanding on December 31, 2008) are reflected in
the public filings of such stockholder:

                                                AMOUNT
                                               AND NATURE     PERCENTAGE
                                             OF BENEFICIAL   OF OUTSTANDING
  NAME AND ADDRESS OF BENEFICIAL OWNER (1)    OWNERSHIP       COMMON STOCK
    --------------------------------------    ---------       ------------

James P. Wilson (2) (4)                         532,599          9.67%
Keith D. Spickelmier (3) (4)                    485,762          8.82%

ALL  DIRECTORS  AND  EXECUTIVE OFFICERS AS A
GROUP (2 INDIVIDUALS)                         1,018,361         18.49%


(1)  Unless otherwise indicated, the business address of each of the individuals
is  4465  San  Felipe,  Suite  1100,  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  three  shares  of  common stock at $15.00 per share. The warrants will
become  exercisable on the later of the completion of (i) a business combination
by  JKA  and  (ii)  April  10,  2007,  and  will  expire  on  April  10,  2010.

(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 three
share  of common stock at $15.00 per share. The warrants will become exercisable
on  the  later  of  the completion of (i) a business combination by JKA and (ii)
April  10,  2007,  and  will  expire  on  April  10,  2010.

(4)  Each  of  these  individuals  is  a  director.

Our  officers and directors, collectively, beneficially own approximately 18.49%
of  the  issued  and  outstanding  shares  of  our common stock. Because of this
ownership  block, these initial stockholders may be able to effectively exercise
control  over  all matters requiring approval by our stockholders, including the
election  of  directors and approval of significant corporate transactions other
than  approval  of  a  business  combination.



ITEM  13.  CERTAIN  RELATIONSHIPS AND CERTAIN RELATED TRANSACTIONS, AND DIRECTOR
CITYPLACEINDEPENDENCE

Since  our  inception,  we  have issued 986,111shares of our common stock to the
parties  set  forth  below  for $31,250 in cash, at an average purchase price of
$0.031690  per  share,  as  follows:

NAME                       NUMBER  OF  SHARES       RELATIONSHIP  TO  US
----                      -------------------       --------------------
James  P.  Wilson              532,599             Chairman  of  the  Board,
                                                   Chief Executive  Officer  and
                                                   Secretary

Keith  D.  Spickelmier         435,762             President  and  Director


The  holders  of the majority of these shares will be entitled to make up to two
demands  that  we  register  these  shares pursuant to an agreement to be signed
prior  to  or  on  the  date  of our initial public offering. The holders of the
majority  of these shares may elect to exercise these registration rights at any
time  after  the  date  on  which these shares of common stock are released from
escrow.  In  addition, these stockholders have certain "piggy-back" registration
rights  on  registration  statements filed subsequent to the date on which these
shares  of  common  stock  are  released  from escrow. We will bear the expenses
incurred  in  connection  with  the  filing of any such registration statements.

On  April 10, 2006, the board of directors approved and declared the issuance of
a  stock  dividend  of  0.183333  shares of common stock on each share of common
stock  currently  issued  and outstanding, after which the existing stockholders
held, in the aggregate, 986,111 shares. The stock dividend was paid prior to the
private  placement.

                                      17
<PAGE>



Mr.  Wilson and Mr. Spickelmier have purchased in the aggregate 111,111 units in
a  private  placement immediately prior to this offering at a price equal to the
price  of our initial public offering, $6.00 per unit. The existing stockholders
have  agreed  to waive their respective rights to participate in any liquidation
distribution  occurring  upon  our failure to consummate a business combination,
but  only with respect to those shares of common stock acquired by them prior to
this  offering, and the 111,111 shares included in the units they have purchased
in  the  private  placement, therefore, they will participate in any liquidation
distribution  with  respect to any shares of common stock acquired in connection
with  or  following  this  offering.  In  addition,  in connection with the vote
required for our initial business combination, all of our existing stockholders,
including  all  of  our officers, directors and special advisors, have agreed to
vote  all  of the shares of common stock owned by them, including those acquired
in  the  private  placement or during or after this offering, in accordance with
the  majority  of  the  shares of common stock voted by the public stockholders.

4350 Management, LLC, a wholly-owned entity of James P. Wilson, has agreed that,
commencing  on  the  effective  date  of our initial public offering through the
acquisition  of  a target business, it will make available to us certain limited
administrative,  technology  and  secretarial  services,  as  well as the use of
certain limited office space, including a conference room, in Houston, Texas, as
we  may  require  from  time to time. We have agreed to pay 4350 Management, LLC
$7,500  per  month for these services. James P. Wilson is the sole owner of 4350
Management,  LLC  and,  as  a  result,  will benefit from the transaction to the
extent  of  his  interest  in  or  position  with  4350  Management,  LLC.

However,  this  arrangement  is  solely  for  our benefit and is not intended to
provide  James  P. Wilson compensation in lieu of a salary. We believe, based on
rents  and  fees  for similar services in the CityplaceHouston, StateTexas area,
that  the  fee  charged  by  4350 Management, LLC is at least as favorable as we
could  have  obtained from an unaffiliated person. However, if our directors are
not  deemed  "independent,"  we  will  not have had the benefit of disinterested
directors  approving  this  transaction.  This  arrangement  was ended effective
March  31,  2008.

James  P.  Wilson  and  Keith  D. Spickelmier advanced a total of $329,000, on a
non-interest  bearing  basis,  to  us in order to cover expenses related to this
offering.  These  advances  were  repaid from the proceeds of the initial public
offering.

We  will  reimburse  our officers and directors for any reasonable out-of-pocket
business  expenses incurred by them in connection with certain activities on our
behalf  such  as  identifying  and  investigating possible target businesses and
business  combinations.  There  is  no  limit  on  the  amount  of  accountable
out-of-pocket  expenses  reimbursable  by us, which will be reviewed only by our
board  or a court of competent jurisdiction if such reimbursement is challenged.

Other  than  the  $7,500  per-month  administrative  fee  and  reimbursable
out-of-pocket expenses payable to our officers and directors, no compensation or
fees of any kind, including finder's and consulting fees, will be paid to any of
our initial stockholders, officers or directors who owned our common stock prior
to this offering, or to any of their respective affiliates for services rendered
to  us  prior  to  or  with  respect  to  the  business  combination.

All  ongoing  and  future  transactions  between  us and any of our officers and
directors  or  their  respective affiliates, including loans by our officers and
directors,  will  be  on  terms  believed by us to be no less favorable than are
available  from  unaffiliated  third  parties  and  such  transactions or loans,
including any forgiveness of loans, will require prior approval in each instance
by  a  majority  of our uninterested ''independent'' directors (to the extent we
have  any)  or  the  members  of  our  board  who do not have an interest in the
transaction,  in either case who had access, at our expense, to our attorneys or
independent  legal  counsel.  In  addition,  our  management will gather pricing
information, estimates or fairness opinions from unaffiliated third parties with
respect  to  similar  transactions  undertaken  by  us.

                                          18
<PAGE>

DIRECTOR  INDEPENDENCE

Our  common  stock is listed for trading on the NASDAQ Over the Counter Bulletin
Board  (OTC.BB). Accordingly, we use the standards established by the OTC.BB for
determining  whether  or  not  each  of  our directors is "independent." We have
determined  that  currently  James  P.  Wilson, and Keith D. Spickelmier are not
independent. The OTC.BB rules generally require that a listed company's Board of
Directors  be composed of a majority of independent directors. As a consequence,
we  do  not  presently  comply  with  the  OTC.BB  rules  in  this  regard.

Moreover,  the  OTC.BB  rules  generally  require  that a listed company's Audit
Committee  be  composed  of  at  least  three  members,  each  of  whom  must be
independent.  We  do  not  presently comply with the OTC.BB rules in this regard
either.

ITEM  14.  PRINCIPAL  ACCOUNTING  FEES  AND  SERVICES

Audit  Fees

During  the  fiscal year ended December 31, 2008 and 2007, we paid our principal
accountant  $24,900  and  $37,020,  respectively for the services they performed
throughout  the  year, including the yearend audit, the quarters and consents on
other  SEC  filings.

Audit-Related  Fees

During  2008,  our  principal  accountant  did  not render assurance and related
services  reasonably  related  to  the  performance  of  the  audit or review of
financial  statements.

Tax  Fees

During  2008  and  2007,  we  paid  our  principal  accountant  $1,450 and $850,
respectively.

All  Other  Fees

During 2008, there were no fees billed for products and services provided by the
principal  accountant  other  than  those  set  forth  above.

POLICY  ON  AUDIT  COMMITTEE  PRE-APPROVAL  OF  AUDIT  AND PERMISSIBLE NON-AUDIT
SERVICES  OF  INDEPENDENT  AUDITORS

Consistent with SEC policies regarding auditor independence, the Audit Committee
has  responsibility for appointing, setting compensation and overseeing the work
of  the  independent  auditor.  In recognition of this responsibility, the Audit
Committee  has  established  a  policy  to pre-approve all audit and permissible
non-audit  services  provided  by  the  independent  auditor.

Prior  to  engagement  of  the  independent  auditor  for the next year's audit,
management  will  submit an aggregate of services expected to be rendered during
that  year  for  each  of four categories of services to the Audit Committee for
approval.

1.  AUDIT  services include audit work performed in the preparation of financial
statements,  as  well  as  work  that generally only the independent auditor can
reasonably  be expected to provide, including comfort letters, statutory audits,
and  attest  services  and  consultation  regarding  financial accounting and/or
reporting  standards.

2.  AUDIT-RELATED  services  are  for  assurance  and  related services that are
traditionally  performed  by  the  independent  auditor, including due diligence
related  to  mergers and acquisitions, employee benefit plan audits, and special
procedures  required  to  meet  certain  regulatory  requirements.

3.  TAX services include all services performed by the independent auditor's tax
personnel  except  those  services  specifically  related  to  the  audit of the
financial  statements,  and  includes  fees  in the areas of tax compliance, tax
planning,  and  tax  advice.

                                        19
<PAGE>

4.  OTHER  FEES  are  those  associated  with services not captured in the other
categories.  We  generally  do  not  request  such services from the independent
auditor.

Prior to engagement, the Audit Committee pre-approves these services by category
of  service.  The  fees  are  budgeted  and  the  Audit  Committee  requires the
independent  auditor  and  management  to  report  actual fees versus the budget
periodically  throughout  the  year  by  category  of  service. During the year,
circumstances  may  arise when it may become necessary to engage the independent
auditor  for  additional services not contemplated in the original pre-approval.
In  those  instances,  the Audit Committee requires specific pre-approval before
engaging  the  independent  auditor.

The  Audit  Committee  may delegate pre-approval authority to one or more of its
members.  The  member  to  whom  such  authority  is  delegated must report, for
informational  purposes  only, any pre-approval decisions to the Audit Committee
at  its  next  scheduled  meeting.


                                    PART IV

ITEM  15.  EXHIBITS  AND  FINANCIAL  STATEMENT  SCHEDULES.

(a)  The  following  documents  are  filed  as  a  part  of  this  Report:

1.  FINANCIAL  STATEMENTS:

Index  to  Financial  Statements  and  Schedules
Report  of  Independent  Registered  Public  Accounting  Firm
Balance  Sheets  as  of  December  31,  2008  and  December  31,  2007
Statement  of  Operations-  Year ended December 31, 2008, December 31, 2007, and
Period  from  May  11,  2005  (Inception)  to  December  31,  2008
Statement  of  Stockholders'  Equity  (Deficit)-Year  ended  December  31, 2008,
December  31, 2007 and Period from May 11, 2005 (Inception) to December 31, 2008
Statement  of  Cash  Flows-Year  ended  December 31, 2008, December 31, 2007 and
Period  from  May  11,  2005  (Inception)  to  December  31,  2008
Notes  to  Financial  Statements

2.  FINANCIAL  STATEMENT  SCHEDULES:

All schedules are omitted for the reason that the information is included in the
financial  statements  or the notes thereto or that they are not required or are
not  applicable.


3.     EXHIBITS:

EXHIBIT  NO.     DESCRIPTION
-----------     -----------
1.1     Form  of  Underwriting  Agreement.*

1.2     Form  of  Selected  Dealers  Agreement.*

3.1     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.*

                                      20
<PAGE>

4.4     Form  of  Warrant  Agreement  between Continental Stock Transfer & Trust
        Company  and  the  Registrant.*

4.5     Form  of  Unit  Purchase  Option.*

10.1    Form of Letter Agreement among the Registrant, Ferris, Baker placeWatts,
        Incorporated,  and  James  P.  Wilson.*

10.2    Form of Letter Agreement among the Registrant, Ferris, Baker placeWatts,
        Incorporated  and  Keith  D.  Spickelmier.*

10.3    Form of Letter Agreement among the Registrant, Ferris, Baker placeWatts,
        Incorporated  and  Michael  H.  McConnell.*

10.4    Form of Letter Agreement among the Registrant, Ferris, Baker placeWatts,
        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  placeWatts,  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    Sarbanes  Oxley  Section  302  Certifications**

32.1    Sarbanes  Oxley  Section  906  Certifications**

24      Power  of  Attorney.*

99.1    Audit  Committee  Charter*

99.2     Code  of  Ethics*

*  Incorporated  herein  by reference to the Company's Registration Statement on
Form  S-1,  as  amended,  (File  No.  333-125211)
**  Filed  herewith



SIGNATURES

Pursuant  to  the requirements of the Securities Act of 1933, the registrant has
duly  caused  this  registration  statement  to  be  signed on its behalf by the
undersigned,  thereunto  duly  authorized,  in the City of CityHouston, State of
StateplaceTexas,  on  the  31st  day  of  March  2009.

JK  ACQUISITION  CORP.

By:  /s/  James  P.  Wilson
     -------------------
     James  P.  Wilson
     Chairman  of  the  Board  and
     Chief  Executive  Officer

Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement  has been signed by the following persons in the capacities and on the
dates  indicated.

               NAME                       POSITION                DATE

By:  /s/ James P. Wilson         Chief Executive Officer,         March 31, 2009
     JAMES  P.  WILSON           Chairman  of  the  Board
                                 of  Directors  and  Secretary
                                 (Principal  Executive  Officer)
                                 (Principal  Financial
                                 and  Accounting  Officer)

By:  /s/ Keith D. Spickelmier    President and Director           March 31, 2009
    KEITH  D.  SPICKELMIER

                                        21
<PAGE>
INDEX  TO  FINANCIAL  STATEMENTS  AND  SCHEDULES

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


<PAGE>
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
JK Acquisition Corp.
(A Development Stage Company)
Houston, Texas

We  have  audited  the  accompanying  balance  sheets  of JK Acqusition Corp. (A
Development  Stage  Company)  as  of December 31, 2008 and 2007, and the related
statements of operations, stockholders' equity (deficit) and cash flows for each
of  the  two  years  ended  December  31,  2008 and the period from May 11, 2005
(inception)  to  December  31,  2008.  These  financial  statements  are  the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform an audit to obtain reasonable assurance about whether the financial
statements  are  free  of  material  misstatement.  JK  Acquisition Corp. is not
required  to  have,  nor  were  we  engaged  to perform an audit of its internal
controls  over financial reporting. Our audit included consideration of internal
control  over financial reporting as a basis for designing audit procedures that
are  appropriate  in the circumstances, but not for the purpose of expressing an
opinion  on  the  effectiveness  of  JK Acquisition Corp's internal control over
financial  reporting.  Accordingly,  we  express  no such opinion. An audit also
includes  examining,  on  a  test  basis,  evidence  supporting  the amounts and
disclosures  in  the  financial  statements, assessing the accounting principles
used  and  significant  estimates  made by management, as well as evaluating the
overall  financial  statement presentation. We believe that our audits provide a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position of JK Acquisition Corp. as of
December  31,  2008  and  2007, and the results of its operations, stockholders'
equity  (deficit),  and its cash flows for the two years ended December 31, 2008
and 2007 and for the period from May 11,2005 (inception) to December 31, 2008 in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 2 to the financial
statements,  the  Company  did  not consumate its planned merger and has current
liabilities in excess of its available cash. This raises substantial doubt about
its  ability  to  continue  as  a going concern. Management's plans in regard to
these  matters  are  also  described  in Note 2. The financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.


/s/ Malone & Bailey, PC

Malone & Bailey, PC
Houston, Texas
www.malone-bailey.com

April 14, 2009

                                        F-2

<PAGE>
                              JK ACQUISITION CORP.
                         (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS
                        AS OF DECEMBER 31, 2008 AND 2007

                                     ASSETS
                                                       2008               2007
                                                        ----               ----


Current assets:

Cash                                          $         171       $     109,917
Trust Fund                                                -          80,402,166
                                              -------------       -------------
Total current assets                                    171          80,512,083

                                              ------------        -------------
           Total Assets                       $         171       $  80,512,083
                                              =============        ============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:

Accounts payable and accrued expenses         $      26,038     $       866,387
Due to related parties                               51,254
Advances from shareholders                                -             825,000
Short term debt-due to shareholders                 941,282
                                               ------------      --------------
         Total Liabilities                        1,018,574           1,691,387

Common stock subject to redemption,
   2,710,311 shares at December 31, 2007                  -          15,928,705

Stockholders' equity (deficit):

Preferred stock, $0.0001 par value,
  1,000,000 shares authorized, none issued
  and outstanding                                         -                   -
Common stock, $0.0001 par value, 600,000,000
  shares authorized, 5,505,556 shares issued
  and outstanding at December 31, 2008 and
  2007, respectively (including
  0 and 2,710,311 shares subject to
  redemption, respectively)                             551                 551
Paid-in capital                                     928,182          60,505,392
Earnings (Deficit) accumulated during the
  development  stage                             (1,947,136)          2,386,048
                                              -------------     ---------------
  Total Stockholders' Equity (Deficit)          (1,018,403)          62,891,991
                                              -------------     ---------------
Total Liabilities and Stockholders'
   Equity(Deficit)                           $          171     $    80,512,083
                                             ==============     ===============

See notes to financial statements.

                                        F-3

<PAGE>
                              JK ACQUISITION CORP.
                         (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
              YEAR ENDED DECEMBER 31, 2008, DECEMBER 31, 2007, AND
           PERIOD FROM MAY 11, 2005 (INCEPTION) TO DECEMBER 31, 2008

                                         Year           Year       Period from
                                         Ended         Ended       Inception to
                                      December 31,   December 31,   December 31,
                                          2008           2007          2008

Operating expenses:
   General & administrative           $   152,913     $462,848     $913,133
Impairment of deferred
  transaction costs                        16,098    1,828,626    1,844,724
                                      -----------   ---------    ----------
Operating loss                           (169,011)  (2,291,474)  (2,757,857)

Other income (expense):
  Interest income                         886,540    2,782,145    5,663,530
  Interest expense                        (28,750)           -      (28,750)
  Loss on extinguisment of debt          (928,182)           -     (928,182)
  Gain on settlement of debt              662,719            -      662,719
  Gain (loss) on derivative liabilities         -    1,468,600      203,596
                                      -----------    ---------    ---------
Total other income                        592,327    4,250,745    5,572,913
                                      -----------    ---------    ---------

Net income                                423,316    1,959,271    2,815,056

Income tax expense (benefit)                    -       (8,335)       5,692
                                      -----------    ---------    ---------
Net income                            $   423,316   $1,967,606   $2,809,364
                                      ===========   ==========   ==========

Earnings (loss) per share:
BASIC                                      $ 0.08      $ 0.36
DILUTED                                    $ 0.01      $ 0.22

Weighted average number of
common shares outstanding:
BASIC                                   5,505,556   5,505,556
DILUTED                                57,318,455   9,124,244

See notes to financial statements

                                            F-4
<PAGE>

                              JK ACQUISITION CORP.
                         (A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) YEAR ENDED DECEMBER 31,
2008 AND  2007 AND THE PERIOD FROM MAY 11, 2005 (INCEPTION) TO DECEMBER 31, 2008

                                                             EARNINGS
                                                             (DEFICIT)
                                                            ACCUMULATED
                                               ADDITIONAL   DURING THE
                             COMMON STOCK       PAID-IN     DEVELOPMENT
                           SHARES     AMOUNT     CAPITAL       STAGE      TOTAL
                           ------     ------     -------      ----------- -----

Stock issued for cash      986,111 $    99    $  31,151              $   31,250
Net loss                                                   $ (4,995)     (4,995)
                          ------------------------------------------------------

Balance at December 31,
  2005                      986,111 $   99    $  31,151    $ (4,995) $   26,255
Stock issued for cash,
 net of offering costs    4,519,445    452   76,606,442              76,606,894
Derivative Liability                        (14,371,830)            (14,371,380)
Proceeds subject to
 redemption                                 (15,299,099)            (15,299,099)
Sale of underwriter
 option                                             100                     100
Increase in value of
 common stock subject
 to redemption                                 (218,588)               (218,588)
Net income                                                  423,436     423,436
                        -------------------------------------------------------
Balance at December 31,
 2006                    5,505,556   $ 551  $46,748,176   $ 418,441 $47,167,168
Change in value of
 derivative liability                       14,168,234               14,168,234
Increase in value of
 common stock subject
 to redemption                                (411,018)                (411,018)
Net Income                                                1,967,606   1,967,606
                        ------------------------------------------------------
Balance at December 31,
 2007                   5,505,556    $ 551 $60,505,392  $ 2,386,047 $62,891,990
                        ======================================================
Special dividend payment                   $(81,190,596)           $(81,190,596)
Common stock subject
 to redemption                               15,928,705              15,928,705

Distribution of trust
 Fund earnings                                4,756,499  (4,756,499)          -
Loss on extinguishment of debt                  928,182                 928,182

Net Income                                                  423,316     423,316
                       ========================================================
Balance at December 31,
 2008                   5,505,556    $  551  $  928,182 $(1,947,136)$(1,018,403)


See notes to financial statements

                                            F-5
<PAGE>

                              JK ACQUISITION CORP.
                         (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
              YEAR ENDED DECEMBER 31, 2008 AND DECEMBER 31, 2007,
                                      AND
           PERIOD FROM MAY 11, 2005 (INCEPTION) TO DECEMBER 31, 2008



                                               Year     Year      Period from
                                              Ended     Ended     Inception to
                                          December 31, December 31,December 31,
                                             2008        2007         2008

Net income (loss)                        $   423,316   $ 1,967,606  $ 2,809,364
Adjustments to reconcile
 net income (loss) to net
 cash used in operating
 activities:

  Investment income                         (886,540)   (2,782,145)  (5,663,530)
  Loss (Gain) on
    derivative liabilities                         -    (1,468,600)    (203,596)
  Gain on settlement of debt                (662,719)            -     (662,719)
  Impairment of deferred transaction costs                            1,828,626
Loss on extinguishment of debt               928,182                    928,182
Change in:
  Other current assets                             -         1,613            -
  Accounts Payable and accrued expenses     (177,629)      566,517      688,756
  Due to related party                        51,254                     51,254
  Federal Income Tax Payable                       -       (15,640)           -
                                          -------------------------------------
Net Cash used in operating activities       (324,138)   (1,730,649)    (223,663)

CASH FLOWS FROM INVESTING ACTIVITIES
Deferred transaction costs                         -       788,234   (1,828,626)
Payment to trust account                           -                (76,532,404)
Disbursements from trust account          81,288,706         7,22    82,195,934
                                         --------------------------------------
Net cash provided by (used in)
  investing activities                    81,288,706      795,462     3,834,904


CASH FLOWS FROM FINANCING ACTIVITIES

Gross proceed from public offering                 -            -    79,350,000
Gross proceeds from private placement              -            -     2,000,004
Proceeds from sale of stock                        -            -        31,250
Proceeds from sale of underwriter option           -            -           100
Proceeds from advances from stockholders     116,282      825,000     1,270,282
Payments on advances from stockholders             -            -      (329,000)
Cash paid for offering costs                       -            -    (4,743,110)
Special dividend payment                (81,190,596)            -   (81,190,596)
                                        ---------------------------------------

Net cash provided by financing
  activities                            (81,074,314)     825,000     (3,611,070)
                                        ---------------------------------------
Net change in cash                         (109,746)    (110,187)           171
Cash at beginning of period                 109,917      220,104              -
                                        ---------------------------------------
Cash at end of period                  $        171    $ 109,917     $      171
                                       ========================================
Supplemental disclosures:
Cash paid for interest                            -             -             -
Cash paid for income taxes                        -         7,228         7,228

Non-cash transactions:
Common stock subject to redemption      (15,299,099)   15,299,099             -
Increase (Decrease) in value of common
  stock subject to redemption              (629,606)      411,018             -
Conversion of Shareholder Advances to
  Notes                                     928,182                     928,182
Derivative Liabilities                            -   (15,636,834)            -


See notes to financial statements
                                              F-6
<PAGE>
                              JK ACQUISITION CORP.
                         (A DEVELOPMENT STAGE COMPANY)

                         NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

JK  Acquisition  Corp.  (also hereinafter referred to as "JK Acquisition" or the
"Company")  was  incorporated  in  StateplaceDelaware  on  May  11, 2005 for the
purpose  of  acquiring  an  operating  business.  JK  Acquisition's  year end is
December  31.


DEVELOPMENT  STAGE  COMPANY

JK  Acquisition Corp. has had no operations since inception and is a development
stage  company.

USE  OF  ESTIMATES

In  preparing  financial  statements, management makes estimates and assumptions
that  affect the reported amounts of assets and liabilities in the balance sheet
and  revenue  and  expenses in the income statement. Actual results could differ
from  those  estimates.

CASH  AND  EQUIVALENTS

JK Acquisition considers all highly liquid investments with an original maturity
of  three  months  or  less  at  the  time  of  purchase to be cash equivalents.


INCOME TAXES

JK  Acquisition  recognizes  deferred  tax  assets  and  liabilities  based  on
differences  between  the  financial  reporting  and  tax  bases  of  assets and
liabilities  using  the  enacted  tax  rates and laws that are expected to be in
effect  when  the  differences  are  expected  to  be  recovered. JK Acquisition
provides  a  valuation  allowance  for deferred tax assets for which it does not
consider  realization  of such assets to be more likely than not. As of December
31,2008  the  Company  had  a  net  operating loss carryforward of approximately
$3,417,415  which  expires  beginning  2027.

The  provision for income taxes differs from the amount computed by applying the
placeplaceU.S.  statutory  income  for  the  reasons  set  forth  below:

                                          Year  Ended         Year  Ended
                                       December  31,  2008  December  31,  2007

Tax  at  Statutory  Rate                        $143,927          $  666,152
Tax  Effected  Permanent  Differences
Unrealized  loss(gain)  on  derivatives                -            (499,324)
Non-taxable  investment  income                 (301,423)           (945,929)
NOL  carryforwards                              (936,597)
Valuation  Allowance                           1,094,093             779,101
Other                                                  -              (8,335)
                                              ------------------------------
Total  Tax  Expense                          $         -           $  (8,335)

                                        F-7
<PAGE>
Deferred tax assets as of December 31, 2008 and 2007 consisted of the following:

                                             Year  Ended         Year  Ended
                                       December  31,  2008  December  31,  2007

Net  Operating  Loss  Carryforward      $     1,094,093       $     779,101
Less:  Valuation  Allowance                  (1,094,093)           (779,101)
                                        -----------------------------------
Total  Deferred  Tax  Assets            $             -       $           -

BASIC  AND  DILUTED  NET  INCOME  PER  SHARE

The  basic net income per common share is computed by dividing the net income by
the weighted average number of common shares outstanding. The diluted net income
per  common share reflects the potential dilution that could occur if securities
or  other  contracts  to  issue  common  shares were exercised or converted into
commons  shares  or resulted in the issuance of common share that then shared in
the  earnings.   A  reconciliation  of earnings per share used for the basic and
diluted  earnings  per  share  computations  is  as  follows  for the year ended
December  31,  2008:

Weighted  average  common  shares  outstanding  -  basic          5,505,556
Effect  of  warrants  -  (antidilutive)                                   -
Effect  of  dilutive  securities  -  convertible  debt           51,812,899
                                                                 ----------
Weighted  average  common share outstanding - diluted            57,318,455

REVERSE  STOCK  SPLIT

On  June 17, 2008, JK Acquisition implemented a 1 for 3 reverse stock split. The
par  value  of the common stock was not affected by the reverse stock split. The
effect  of  the  stock  split  changed  the issued and outstanding shares of our
common  stock to 5,505,556.  All shares and per share amounts have been restated
in  the  financial  statements  and in the notes to financial statements for all
periods  presented,  to reflect the reverse stock split as if it occurred on the
first  day  of  the  first  period  presented.

RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS

JK  Acquisition Corp. does not expect the adoption of recently issued accounting
pronouncements  to  have  a  significant  impact  on  the  Company's  results of
operations,  financial  position  or  cash  flow.

NOTE  2-GOING  CONCERN  AND  LIQUIDATION  OF  TRUST  ACCOUNT

 JK Acquisition's cash position as of December 31, 2008 is $171.  JK Acquisition
has  outstanding  payables  of  $26,038  and  amounts due to related parties for
interest  and  management  fees  of  $51,254  as  of  December  31, 2008.  As of
December  31,  2008,  short  term  debt  was  $941,282.

Because  of the abandonment of the merger discussed in Note 10 and the Company's
current  cash  position  versus  its outstanding payables and accruals, there is
substantial  doubt  about  the Company's ability to continue as a going concern.
The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a going concern. The future of the Company is dependent upon
the  development  of  new  business  opportunities. Management may need to raise
additional  funds  via  a  combination  of  equity  and/or debt offerings. These
financial  statements  do not include any adjustments that might arise from this
uncertainty.

The  Company  liquidated  the  Trust  Fund  established  by  the  Company at the
consummation of its initial public offering (the "IPO") and into which a certain
amount  of  the  net  proceeds of the IPO were deposited (the "Trust Fund"). The
payment  date  for  distributions  from  the Trust Fund was June 2, 2008. The ex
dividend date was set at June 3, 2008.  Public stockholders holding shares as of
the  end  of  the  day  preceding  the  "ex  dividend" date set by the Financial
Industry  Regulatory  Authority  (FINRA)  were  entitled  to  receive  the
distributions.  Public  stockholders  who  sold  their  shares  before  the  "ex
dividend"  date also sold the right to the distribution by virtue of a due bill.
Due  bills were redeemable on June 5, 2008.  At the date of liquidation, June 2,
2008,  the  Trust Fund had a balance of $81,190,595 (net of $98,110 withheld for
taxes).  The  liquidation  of the Trust Fund resulted in a distribution of $6.14
per  share  to  eligible  shareholders.

                                          F-8
<PAGE>
NOTE  4  -  ADVANCES FROM SHAREHOLDERS, NOVATION AGREEMENT AND CONVERTIBLE NOTES

 On  May  23,  2007, June 14, 2007, July 19, 2007, September 6, 2007, October 9,
2007  and December 29, 2007, JK Acquisition received an aggregate of $825,000 in
advances  for  expenses  from  two shareholders, Messrs. Wilson and Spickelmier.
Proceeds  from  each  of the advances funded JK Acquisition's ongoing continuing
operating  expenses.

On  May  22, 2008 and May 30, 2008 the Company borrowed from James P. Wilson and
Keith  D.  Spickelmier  an  aggregate amount of $103,182 in order to pay certain
outstanding  Company  payables.  Each  of  Messrs.  Wilson and Spickelmier is an
officer  and  a  director  of  the  Company.  Messrs. Wilson and Spickelmier had
previously advanced to the Company an aggregate of $825,000 pursuant to separate
advance agreements, as described above. The additional $103,182 advance was made
pursuant to a Novation Agreement, which, among other things, replaced all of the
previous  advance  agreements.  The  Novation  Agreement  provided  that (a) the
aggregate  amount  of Company indebtedness to Messrs. Wilson and Spickelmier was
$928,182,  after  the  additional $103,182 advance, (b) all amounts owing by the
Company  to  Messrs.  Wilson  and Spickelmier would bear interest at the rate of
five  percent  (5.0%)  per  annum,  (c)  all amounts owing by the Company to the
Messrs.  Wilson  and  Spickelmier would be due in payable in full on demand, and
(d)  Messrs.  Wilson  and Spickelmier have the right, at their election, to have
the  indebtedness  owed  to  them  represented  by a promissory note. During the
fourth  quarter  of  2008  Messrs. Wilson and Spickelmier advanced an additional
$13,100 bringing the total under the Novation Agreement to $941,282 with accrued
interest  of  $28,754  as  of  December  31,  2008.  The Novation Agreement also
provided  for  the release of certain agreements between the Company, on the one
hand,  and  Messrs.  Wilson  and Spickelmier, on the other hand, entered into in
connection  with  the  Company's  initial public offering. These agreements were
released  because  they  no  longer  had  any  relevance in view of the proposed
amendments  to  the  Company's  Certificate  of  Incorporation  that  were to be
considered  (and  that  were  subsequently  approved)  at the special meeting of
stockholders  scheduled  for  May  27,  2008.  See Note 10 for discussion of the
special  meeting  of  stockholders.

In  July,  2008, the Company revised the terms of the above stated debt with its
shareholders, by issuing new promissory notes. Under the terms of the new notes,
the  principal  and any accrued but unpaid interest may be converted at any time
into  common  stock  at a conversion rate of $.008.  The other terms of the note
are  substantially  the same as those described in the preceding paragraph.  The
modification  of the note agreements to include a conversion feature resulted in
a  substantial  modification  of  debt  in accordance with EITF 96-19, "Debtor's
Accounting  for  a  Modification or Exchange of Debt Instruments."  As a result,
the Company recognized a loss on extinguishment of debt of $928,182 for the year
ended  December  31,  2008.

NOTE  5  -  DERIVATIVE  LIABILITY

On  January  10,  2007,  JK  Acquisition  entered  into  a Warrant Clarification
Agreement  to  clarify the terms of the Warrant Agreement, dated as of April 10,
2006  (the  ''Warrant Agreement'') by and between JK Acquisition and Continental
Stock  Transfer  &  Trust  Company,  as Warrant Agent. The Warrant Clarification
Agreement  clarified, consistent with the terms of the Warrant Agreement and the
disclosure  contained in JK Acquisition's Prospectus, dated April 11, 2006, that
if  JK Acquisition is unable to deliver securities pursuant to the exercise of a
warrant  because  a  registration statement under the Securities Act of 1933, as
amended,  with  respect  to  the common stock is not effective, then in no event
would  JK  Acquisition  be  obligated  to pay cash or other consideration to the
holders of warrants or otherwise ''net-cash settle'' any warrant exercise. As of
January  10,  2007,  JK  Acquisition  determined that net cash settlement of the
warrants  could  no  longer  be  required; therefore, the warrants should not be
treated  as  derivative liabilities. The fair value of these warrants was marked
to market on January 10, 2007 and a derivative gain was recorded. The balance of
the  derivative liability was then recorded as a contribution to paid-in capital
on  that  date.  The  fair  value  of  the  warrants  as of January 10, 2007 was
determined  by  the  trading  value  of  the  securities  on  that  date.

Gain  on  derivative  liability  reported  in  the  accompanying  statement  of
operations  through  January  10, 2007 resulting from the change in valuation of
the  derivative  liability related to these warrants was $1,468,600 for the year
ended  December  31,  2007.

                                          F-9
<PAGE>



NOTE  6  -  TRUST  FUND

The  Trust Fund is classified as a current asset at December 31, 2007 due to the
termination  of  the  proposed  merger  as  described  in  Note  10.

NOTE  7-  EQUITY

On  April  10, 2006, JK Acquisition declared a stock dividend of 0.061111 shares
for  each share outstanding. After the stock dividend, there were 986,111 shares
outstanding  which were issued during 2005 for $31,250 in cash. All transactions
and  disclosures  in  the  financial  statements related to the Company's common
stock,  have  been  adjusted  to  reflect  the  results  of  the stock dividend.

On  April  10,  2006,  JK  Acquisition sold 333,334 units (each unit consists of
one-third  (1/3)  share  of  common  stock  and  two  warrants)  to two existing
shareholders  for  $2,000,004  in  a  private  placement.

On  April  17,  2006,  JK  Acquisition  sold 13,225,000 units through an initial
public  offering  to the public at a price of $6.00 per unit. Each unit consists
of  one  third  (1/3)  share  of  common  stock  and two redeemable common stock
purchase  warrants.  JK  Acquisition  received  proceeds  of $74,606,890, net of
offering  costs  of  $4,743,110.  On May 11, 2006, the warrants and common stock
were  separated  from  the  units  and  began  to  trade  separately.

Each  warrant  entitles  the  holder to purchase one third (1/3) share of common
stock  at  an exercise price of $5.00 per one third (1/3) share of common stock.
The  warrants  have  a  life  of  four  years  after  which they will expire. JK
Acquisition  has  a  right  to  call the warrants, provided the common stock has
traded  at  a closing price of at least $25.50 per share for any 20 trading days
within  a  30  trading  day period ending on the third business day prior to the
date  on  which  notice  of  redemption  is  given.  If JK Acquisition calls the
warrants,  the  holder will either have to redeem the warrants by purchasing the
common  stock  from JK Acquisition for $5.00 for one third (1/3) share of common
stock  or  the  warrants  will  expire.  As  of  December  31, 2008 and 2007 all
warrants  remain  outstanding  and  excercisable.

Warrant  summary  as  of  December  31,  2008

                                             Number of          Weighted
                                             Warrants           Average
                                            Outstanding         Exercise
                                               and              Price
                                            Exercisable

Warrants outstanding, inception (May 11, 2005)        -               -
Warrants issued                                       -               -
Warrants expired/forfeited                            -               -
                                              -------------------------
Warrants outstanding, December 31, 2006               -               -

Warrants issued                              27,116,668          $5.00
Warrants expired/forfeited                            -              -
                                            --------------------------
Warrants outstanding, December 31, 2007      27,116,668          $5.00
Warrants expired / forfeited                          -              -
                                           ---------------------------
Warrants outstanding, December 31, 2008      27,116,668          $5.00
                                           ===========================


                       Exercise     Number of     Weighted       Aggregate
                        Price        Warrants      Average       Intrinsic
                                                 Contractual       Value
                                                   Life (in
                                                    years)

 Warrants                $5.00      27,116,668       1.25          $0.00

                                        F-10
<PAGE>

NOTE  8  -  STOCK  OPTION

On April 17, 2006, JK Acquisition sold to Ferris Baker, Watts, Inc. for $100, an
option  to  purchase up to a total of 700,000 units. This option was issued upon
closing  of  the  initial  public  offering. The units that would be issued upon
exercise  of  this  option  are  identical  to  those sold in the initial public
offering,  except  that each of the warrants underlying this option entitles the
holder  to  purchase  one  share  of  our common stock at a price of $6.25. This
Underwriter's  Purchase  Option  ("UPO") is exercisable at $7.50 per unit at the
later  of  one  year  from the effective date, or the consummation of a business
combination  and  may be exercised on a cashless basis. The UPO will have a life
of  four  years  from  the  effective  date.

Statement  of  Financial  Accounting  Standard ("SFAS") No. 133, "Accounting for
Derivative  Instruments  and  Hedging  Activities,"  as  amended,  requires  all
derivatives  to  be  recorded  on  the balance sheet at fair value. Furthermore,
paragraph  11(a)  of  SFAS  No.  133  precludes  contracts  issued  or held by a
reporting  entity  that are both (1) indexed to its own stock and (2) classified
as  stockholders'  equity  in  its  statement  of  financial position from being
treated  as  derivative  instruments.  We  have  determined  that  the option to
purchase  700,000  units,  each  unit consisting of one warrant and one share of
common  stock,  is  a  derivative that also contains an embedded derivative. The
option to purchase 700,000 shares of common stock and the warrant to purchase an
additional  1,400,000  shares,  the  latter  being  the embedded derivative, are
separately valued and accounted for on JK Acquisition's balance sheet. While the
warrant  to  purchase  the  additional  1,400,000  shares  is  indexed  to  JK
Acquisition's  common  stock,  the  fact that the shares underlying the warrants
require  future  registration in accordance with the warrant agreement, requires
JK  Acquisition  to classify these instruments as a liability in accordance with
EITF  00-19,  paragraph  14.

As  such,  the  option  to  purchase  700,000  units  is  considered  an  equity
instrument, as the underlying shares do not need to be registered, and all other
criteria  in  EITF  00-19  required for the instrument to be accounted for as an
equity  instrument  have  been  fulfilled.  The embedded derivative which is the
warrant  to purchase 1,400,000 shares for $6.25 each follows the same accounting
guidelines  as  the  warrants  sold  in  the public offering and is considered a
liability.

JK  Acquisition  performed  a valuation of the option to purchase 700,000 units,
and  then allocated its fair value to its two components, the underlying 700,000
shares  and the embedded warrant to purchase an additional 1,400,000 shares. The
fair  value  at  inception was calculated at $4,201,277, of which $1,218,448 was
allocated  to the purchase option of 700,000 shares and $2,982,829 was allocated
to  the  warrants to purchase an additional 1,400,000 shares, according to their
respective  fair  values.

On  January  10,  2007,  JK  Acquisition  entered  into  a Warrant Clarification
Agreement  to  clarify  the  terms  of  the  warrants. The Warrant Clarification
Agreement  clarified  that  if  JK  Acquisition  is unable to deliver securities
pursuant to the exercise of a warrant because a registration statement under the
Securities  Act  of  1933,  as  amended, with respect to the common stock is not
effective,  then  in  no  event would JK Acquisition be obligated to pay cash or
other  consideration to the holders of warrants or otherwise ''net-cash settle''
any  warrant exercise. Accordingly, in the first quarter of 2007, JK Acquisition
reversed  the derivative liability on the balance sheet as of December 31, 2006.

Loss  on  derivative  liability  reported  in  the  accompanying  statement  of
operations  resulting  from  the change in valuation of the derivative liability
related  to  these warrants was $1,265,004 for the year ended December 31, 2006.

                                          F-11
<PAGE>
The  pricing  model  JK  Acquisition  uses  for  determining  fair values of the
purchase  option and the embedded derivative is the Black Scholes Pricing Model.
Valuations  derived from this model are subject to ongoing internal and external
verification  and  review. The model uses market-sourced inputs such as interest
rates,  market  prices  and  volatilities.  Selection  of  these inputs involves
management's  judgment  and  may  impact  net  income.

In  particular,  JK  Acquisition  uses  volatility  rates based upon a sample of
comparable  companies in its industry, special purpose acquisition corporations.
At  the  time  a  company  to  be acquired has been identified and agreements to
acquire are in place, the volatility rates will be based on comparable companies
to the acquired company. JK Acquisition uses a risk-free interest rate, which is
the  rate  on  U.  S.  Treasury instruments, for a security with a maturity that
approximates  the  estimated  remaining  contractual life of the derivative. The
volatility  factor  used  in  Black  Scholes  has  a  significant  effect on the
resulting  valuation  of  the derivative liabilities on JK Acquisition's balance
sheet.  The  volatility  for  the  calculation  of  the embedded derivatives was
approximated  at  38.6%.

NOTE  9  -  RELATED  PARTY  TRANSACTION

JK  Acquisition  has  agreed  to  pay  4350 Management, LLC, a related party and
privately-held  company  owned  by  JK Acquisition's chief executive officer, an
administrative  fee  of  $7,500  per  month for office space and administrative,
technology  and  secretarial  services  from  the  effective date of the initial
public  offering  through  the  acquisition  date  of  a  target  business. This
agreement  was terminated March 31, 2008.  For the year ended December 31, 2008,
$22,500  has been expensed for the administrative fee of which the entire amount
is  unpaid  as  of  December  31,  2008.

NOTE  10-  TERMINATION  OF  PROPOSED  MERGER  AGREEMENT  AND  SPECIAL MEETING OF
STOCKHOLDERS

     On  September  6,  2006,  the  Company,  Multi-Shot, LLC ("Multi-Shot") and
various  other  parties  entered  into the Agreement and Plan of Merger ("Merger
Agreement")  and  related  agreements.  Over the course of this transaction, the
parties  twice  amended the terms of the Merger Agreement and twice extended the
transaction.  On  January  31,  2008,  the  Company  announced  that the special
meeting  of  its stockholders to vote on the proposed merger with Multi-Shot had
been  cancelled.  The  Company  determined  and  informed  Multi-Shot  that  the
proposed  merger  would  not  receive the votes of its stockholders required for
approval.  The  agreement  and  plan  of  merger  governing  the proposed merger
expired  on  January  31,  2008,  and  the  proposed  merger with Multi-Shot was
abandoned.  In view of the preceding, the board of directors has determined that
it  is  no  longer  possible for the Company to consummate a qualifying business
combination  prior  to the Termination Date (as defined in the Trust Agreement).
Based upon this determination, the obligation related to the redemption of stock
was eliminated and reclassified back to paid in capital.  The board of directors
initiated  a  process  to  return to the holders of our common stock the amounts
held in the Trust Fund with interest (net of applicable taxes).   See Note 2 for
further  discussion  of  the  liquidation  of  the  Trust  Account.

     As  a  result of the termination of the Merger Agreement, a special meeting
of  Stockholders  was  held on Tuesday, May 27, 2008 for the following purposes:
     1.  To  consider  and  vote  on three proposals to amend our certificate of
incorporation:

     * to permit the continuance of our company as a corporation beyond the time
currently  specified in our certificate of incorporation without the limitations
related  to  its  IPO  (the "Article Five Elimination Proposal") - Specifically,
this  proposal  would  remove  the  Fifth  Article  from  our  certificate  of
incorporation,  which,  among  other  blank check company- related restrictions,
requires  us  to  dissolve  following  distribution  of  the Trust Fund. If this
proposal  is  approved,  our  stockholders  will not have the right to receive a
liquidating  distribution  of any net assets outside of the Trust Fund. However,
there  are  no  net  assets  outside  of  the  IPO  trust  account available for
distribution  to  stockholders;

                                        F-12
<PAGE>

     *  to increase the authorized shares of common stock from 50,000,000 shares
to  600,000,000  shares of common stock (the "Authorized Share Proposal") - This
proposal  will  be  acted  upon  following,  and  will  be conditioned upon, the
approval  of  the  Article  Five  Elimination  Proposal;  and

     *  to  effect a three-for-one reverse stock split (the "Reverse Stock Split
Proposal")  of our common stock, $.0001 par value per share ("Common Stock"), in
which every three shares of Common Stock outstanding as of the effective date of
the  amendment  will be converted into one share of Common Stock - This proposal
will  be acted upon following, and will be conditioned upon, the approval of the
Article  Five  Elimination  Proposal;  and

     2.  To  consider and vote on a proposal to adjourn the special meeting to a
later  date or dates, if necessary, to permit further solicitation of proxies in
the  event  there  are  insufficient votes at the time of the special meeting to
approve  the  Article  Five Elimination Proposal, the Authorized Share Proposal,
and/or  the  Reverse  Split  Proposal  (the  "Adjournment  Proposal").

The  Board  of  Directors  fixed  the close of business on April 21, 2008 as the
record  date  for determining the stockholders entitled to notice of and to vote
at  the  special  meeting  and  any  adjournment  thereof.  On May 27, 2008, the
special  meeting of Stockholders was held and the Company issued a press release
stating  its  stockholders  approved  of  all  three  proposed amendments to the
Company's  Certificate  of  Incorporation  and  the  Company  will  continue its
corporate  existence.

NOTE  11-GAIN  ON  SETTLEMENT  OF  DEBT

JK  Acquisition  reached settlement  with certain service providers in an amount
totaling  $662,720  in  conjunction  with the termination of the proposed merger
agreement  described  in  Note  10.  These  amounts  were  recorded as a gain on
settlement  of  debt  for  the  year  ended  December  31,  2008.


                                        F-13