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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2010
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission File Number: 000-54202
 JWC ACQUISITION CORP.
  Delaware
    
    27-3092187(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 111 Huntington Avenue, Suite 2900, Boston, Massachusetts 02199
  o þ
  o o
  Large accelerated filer o

    
    Accelerated filer o
    
    Non-accelerated filer   þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
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TABLE OF CONTENTS
 PageJWC ACQUISITION CORP.TABLE OF CONTENTPART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTS
    
    
    1Balance Sheet
    
    
    1Statement of Operations
    
    
    2Statement of Stockholders Equity
    
    
    3Statement of Cash Flows
    
    
    4Notes to Financial Statements
    
    
    5ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
    
    
    15Overview
    
    
    15Results of Operations
    
    
    15Liquidity and Capital Resources
    
    
    16Critical Accounting Policies
    
    
    16ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    17ITEM 4. CONTROLS AND PROCEDURES
    
    
    17PART II. OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGS
    
    
    18ITEM 1A. RISK FACTORS
    
    
    18ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    18ITEM 3. DEFAULTS UPON SENIOR SECURITIES
    
    
    20ITEM 4. REMOVED AND RESERVED
    
    
    20ITEM 5. OTHER INFORMATION
    
    
    20ITEM 6. EXHIBITS
    
    
    20Ex-31.1Ex-31.2Ex-32.1Ex-32.2
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PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 JWC ACQUISITION CORP.
(A Corporation in the Development Stage)
 
 Balance Sheet (unaudited)
 September 30, 2010Assets:Current assets:Cash
    
    $
    31,363Other current assets
    
    
    100Total current assets
    
    
    31,463Non-current assets:Deferred offering costs (Note 3)
    
    
    99,049Total assets
    
    $
    130,512Liabilities and Stockholders Equity:Current liabilities:Note payable to affiliate (Note 6)
    
    $
    25,000Loan payable to affiliate (Note 6)
    
    
    30,095Accrued expenses  other
    
    
    5,030Accrued offering costs
    
    
    50,500Total liabilities
    
    
    110,625Commitment and contingencies (Note 2)Stockholders equity:Preferred stock, $0.0001 par value; 1,000,000 shares authorized;
none issued and outstanding
    
    
    Common stock, $0.0001 par value; 100,000,000 shares authorized;
2,464,286 shares issued and outstanding
    
    
    246Additional paid-in capital
    
    
    24,754Deficit accumulated during the development stage
    
    
    (5,113
    )Total stockholders equity, net
    
    
    19,887Total liabilities and stockholders equity
    
    $
    130,512
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JWC ACQUISITION CORP.
(A Corporation in the Development Stage)
 
 Statement of Operations (unaudited)
 For the period from July 22, 2010 (date of inception) to September 30, 2010
 Formation and operating costs
    
    $
    5,113Loss before provision for income taxes
    
    
    (5,113
    )Provision for income taxes (Note 7)
    
    
    Net loss applicable to common stockholders
    
    $
    (5,113
    )Weighted average number of common shares outstanding, basic
and diluted
    
    
    2,464,286Net loss per common share, basic and diluted
    
    $
    (0.00
    )
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JWC ACQUISITION CORP.
(A Corporation in the Development Stage)
 
 Statement of Stockholders Equity (unaudited)
 For the period from July 22, 2010 (date of inception) to September 30, 2010
 DeficitAccumulatedAdditional
    
    
    During the
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    EquitySale of common stock
to Sponsor at
Sponsor at $0.010 per
founder share (Note 5)
    
    
    2,464,286
    
    
    $
    246
    
    
    $
    24,754
    
    
    $
    
    
    
    $
    25,000Net loss (unaudited)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,113
    )
    
    
    (5,113
    )Balance as of September 30,
2010 (unaudited)
    
    
    2,464,286
    
    
    $
    246
    
    
    $
    24,754
    
    
    $
    (5,113
    )
    
    $
    19,887
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JWC ACQUISITION CORP.
(A Corporation in the Development Stage)
 
 Statement of Cash Flows (unaudited)
 For the period from July 22, 2010 (date of inception) to September 30, 2010
 Cash Flows From Operating Activities:Net loss
    
    $
    (5,113
    )Changes in operating assets & liabilities:Other current assets
    
    
    (100
    )Accrued expenses  other
    
    
    5,030Net cash used in operating activities
    
    
    (183
    )Cash Flows From Financing Activities:Payment of deferred offering costs
    
    
    (18,454
    )Proceeds from note payable to affiliate
    
    
    25,000Proceeds from sale of common stock to Sponsor
    
    
    25,000Net cash provided by financing activities
    
    
    31,546Increase in cash
    
    
    31,363Cash at beginning of period
    
    
    Cash at end of period
    
    $
    31,363Supplemental Disclosure of Non-Cash Financing Activities:Deferred offering costs included in accrued expenses
    
    $
    50,500Payments of offering costs by affiliate
    
    $
    30,095
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JWC ACQUISITION CORP.
(A Corporation in the Development Stage)
 
 NOTES TO FINANCIAL STATEMENTS
(Unaudited)
 Note 1. Interim Financial Information
 These unaudited financial statements as of September 30, 2010, the results of operations for the
period from July 22, 2010 (inception) through September 30, 2010, and cash flows for the period
from July 22, 2010 (inception) through September 30, 2010, have been prepared in accordance with
U.S. Generally Accepted Accounting Principles (GAAP) for interim financial information and
with the instructions to Form 10-Q. In the opinion of management, all adjustments necessary for
a fair presentation have been included and are of a normal recurring nature. Interim results are
not necessarily indicative of the results that may be expected for the year.
 Note 2. Organization and Business Operations
 Incorporation
 JWC Acquisition Corp. (the Company) was incorporated in Delaware on July 22, 2010.
 Sponsor
 The Companys Sponsor is JWC Acquisition, LLC, a Delaware limited liability company (the
Sponsor). Members of the Sponsor owning a majority of the Sponsors equity interests are
affiliated with J.W. Childs Associates, L.P. (Associates), a private equity firm founded in
1995 by John W. Childs, the Companys Chairman and Chief Executive Officer, and Adam L. Suttin,
the Companys President.
 Fiscal year end
 The Company has selected December 31 as its fiscal year end.
 Business purpose
 The Company was formed to effect a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more businesses (an
Initial Business Combination).
 Financing
 The Sponsor intends to finance an Initial Business Combination in part with proceeds from a
$125,000,000 public offering (the Public Offering  Note 4), and a $4,000,000 private
placement (Note 5).
 Upon the closing of the Public Offering and the private placement, $124,950,000 (or $143,325,000
if the underwriters over-allotment option is exercised in full  Note 4) will be held in the
Trust Account (discussed below).
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Trust Account
 The trust account (the Trust Account) will be invested in permitted United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as
amended, which we refer to as the Investment Company Act, having a maturity of 180 days or less
or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act. The funds in the Trust Account will be held in the name of JWC
Acquisition Security Corporation, a wholly-owned subsidiary of the Company qualified as a
Massachusetts security corporation.
 Except for a portion of interest income earned on the Trust Account balance that may be released
to the Company to pay any taxes on such interest and to fund working capital requirements, and
any amounts necessary for the Company to purchase up to 15% of the Companys public shares if
the Company seeks stockholder approval of the Initial Business Combination, none of the funds
held in the Trust Account will be released until the earlier of: (i) the consummation of the
Initial Business Combination; or (ii) the redemption of 100% of the shares of common stock
included in the units being sold in the Public Offering if the Company is unable to consummate
an Initial Business Combination within 21 months from the closing of the Public Offering
(subject to the requirements of law).
 Business Combination
 An Initial Business Combination is subject to the following size, focus and stockholder approval
provisions:
 Size and Nature of Transaction  The prospective target business will not have a
limitation to size, except that the Company will not be permitted to effectuate its Initial
Business Combination with another blank check company or a similar company with nominal
operations. In any case, the Company will not consummate an Initial Business Combination
unless it acquires a controlling interest in a target company or are otherwise not required
to register as an investment company under the Investment Company Act.Focus  The Companys efforts in identifying prospective target businesses will
initially be focused on businesses in the consumer products and specialty retail sectors but
the Company may pursue opportunities in other business sectors.Tender Offer/Stockholder Approval  The Company, after signing a definitive
agreement for an Initial Business Combination, will either (i) seek stockholder approval of
the Initial Business Combination at a meeting called for such purpose in connection with
which stockholders may seek to redeem their shares, regardless of whether they vote for or
against the Initial Business Combination, for cash equal to their pro rata share of the
aggregate amount then on deposit in the Trust Account, including interest but less franchise
and income taxes payable, or (ii) provide stockholders with the opportunity to sell their
 shares to the Company by means of a tender offer (and thereby avoid the need for a
stockholder vote) for an amount in cash equal to their pro rata share of the aggregate
amount then on deposit in the Trust Account, including interest but less franchise and
income taxes payable. The decision as to whether the Company will seek stockholder approval
of the Initial Business Combination or will allow stockholders to sell their shares in a
tender offer will be made by the Company, solely in its discretion, and will be
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based on a variety of factors such as the timing of the transaction and whether the terms of
the transaction would otherwise require the Company to seek stockholder approval. If the
Company seeks stockholder approval, it will consummate its Initial Business Combination only
if a majority of the outstanding shares of common stock voted are voted in favor of the
Initial Business Combination. However, in no event will the Company redeem its public shares
in an amount that would cause its net tangible assets to be less than $5,000,001. In such
case, the Company would not proceed with the redemption of its public shares and the related
Initial Business Combination, and instead may search for an alternate Initial Business
Combination.
 Regardless of whether the Company holds a stockholder vote or a tender offer in connection
with an Initial Business Combination, a public stockholder will have the right to redeem its
 shares for an amount in cash equal to its pro rata share of the aggregate amount then on
deposit in the Trust Account, including interest but less franchise and income taxes
payable. As a result, such shares of common stock will be recorded at conversion/tender
value and classified as temporary equity upon the completion of the Public Offering, in
accordance with Financial Accounting Standards Board, or FASB, ASC Topic 480,
Distinguishing Liabilities from Equity.Permitted Purchase of Public Shares  If the Company seeks stockholder approval
prior to the Initial Business Combination and does not conduct redemptions pursuant to the
tender offer rules, prior to the Initial Business Combination, the Companys Amended and
Restated Certificate of Incorporation will permit the release to the Company from the Trust
Account, amounts necessary to purchase up to 15% of the shares sold in the Public Offering.
All shares so purchased by the Company will be immediately cancelled.
 Liquidation
 If the Company does not consummate an Initial Business Combination within 21 months from the
closing of the Public Offering, the Company will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest but net of franchise and income taxes payable (less up to $100,000
of such net interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders rights as
stockholders (including the right to receive further liquidation distributions, if any), subject
to applicable law, and subject to the requirement that any refund of income taxes that were paid
from the Trust Account which is received after such redemption shall be distributed to the
former public stockholders, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Companys remaining stockholders and the Companys
board of directors, dissolve and liquidate, subject in each case to the Companys obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable
law.
 In the event of liquidation, it is likely that the per share value of the residual assets
remaining available for distribution (including Trust Account assets) will be less than the
initial public
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offering price per share in the Public Offering (assuming no value is attributed to the warrants
contained in the units to be offered in the Public Offering discussed in Note 4).
 Note 3. Significant Accounting Policies
 Basis of presentation
 The accompanying financial statements of the Company are presented in U.S. dollars in conformity
with GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission.
 Development Stage Company
 The Company is considered to be in the development stage as defined by FASB ASC Topic 915,
Development Stage Entities, and is subject to the risks associated with activities of
development stage companies. The Company has neither engaged in any operations nor generated any
income to date. All activity through the date the financial statements were issued relates to
the Companys formation and the Public Offering. Following such offering, the Company will not
generate any operating revenues until after completion of an Initial Business Combination, at
the earliest. The Company will generate non-operating income in the form of interest income on
the designated Trust Account after the Public Offering.
 Net loss per share
 Basic net loss per share is computed by dividing net loss by the weighted average number of
 shares of common stock outstanding during the period. Diluted net loss per share is computed by
dividing net loss per share by the weighted average number of shares of common stock
outstanding, plus to the extent dilutive, the incremental number of shares of common stock to
settle warrants held by the Sponsor (see Note 5), as calculated using the treasury stock method.
During the period from inception through September 30, 2010, the Company had no contracts to
issue common stock. As a result, dilutive loss per common share is equal to basic loss per
common share.
 Use of estimates
 The preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting period. Actual results could
differ from those estimates.
 Income taxes
 Deferred income taxes are provided for the differences between the bases of assets and
liabilities for financial reporting and income tax purposes. A valuation allowance is
established when necessary to reduce deferred tax assets to the amount expected to be realized.
 The Company evaluates the uncertainty in tax positions taken or expected to be taken in the
course of preparing the Companys financial statements to determine whether the tax positions
are more likely than not of being sustained by the applicable tax authority. Tax
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positions deemed not to meet the more likely than not threshold would be recorded as a tax
expense in the current period. The Company has no uncertain tax positions at September 30, 2010.
 Deferred offering costs
 Deferred offering costs consist principally of legal, accounting, and underwriting fees incurred
through the balance sheet date that are related to the Public Offering and that will be charged
to capital upon the receipt of the capital raised.
 Fair value of financial instruments
 Unless otherwise disclosed, the fair values of financial instruments, including cash and the
note payable and loan payable to affiliate, approximate their carrying amount due primarily to
their short-term nature.
 Recent accounting pronouncements
 Management does not believe that any other recently issued, but not effective, accounting
standards, if currently adopted, would have a material effect on the Companys financial
statements.
 Note 4. Public Offering
 Public Units
 The Public Offering calls for the Company to offer for sale 12,500,000 units at a price of
$10.00 per unit (the Public Units). Each unit consists of one share of the Companys common
stock, $0.0001 par value (the Public Stock), and one warrant (the Public Warrants). The
Company intends to grant the underwriters a 45-day option to purchase up to 1,875,000 additional
Public Units solely to cover over-allotments, if any.
 As described further in Note 9, the Company consummated the Public Offering on November 23,
2010.
 Public Warrant terms and conditions:
 Exercise conditions  Each Public Warrant will entitle the holder to purchase from
the Company one share of common stock at an exercise price of $11.50 per share commencing on
the later of: (i) the consummation of an Initial Business Combination, or (ii) 12 months
from the date of the prospectus for the offering, provided that the Company has an effective
registration statement covering the shares of common stock issuable upon exercise of the
Public Warrants and such shares are registered or qualified under the securities laws of the
state of the exercising holder. The Public Warrants expire five years from the date of the
prospectus, unless earlier redeemed. The Public Warrants will be redeemable in whole and
not in part at a price of $0.01 per warrant upon a minimum of 30 days notice after the
warrants become exercisable, only in the event that the last sale price of the common stock
exceeds $18.00 per share for any 20 trading days within a 30-trading day period. If the
Public Warrants are redeemed by the Company, management will have the option to require all
holders that wish to exercise warrants to do so on a cashless basis.
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Registration risk  In accordance with a warrant agreement relating to the Public
Warrants, the Company will be required to use its best efforts to maintain the effectiveness
of a registration statement relating to common stock which would be issued upon exercise of
the Public Warrants. The Company will not be obligated to deliver securities, and there are
no contractual penalties for failure to deliver securities, if a registration statement is
not effective at the time of exercise. Additionally, in the event that a registration is not
effective at the time of exercise, the holders of such Public Warrants shall not be entitled
to exercise such Public Warrants (except on a cashless basis under certain circumstances)
and in no event (whether in the case of a registration statement not being effective or
otherwise) will the Company be required to net cash settle or cash settle the Public
Warrants. Consequently, the Public Warrants may expire unexercised, unredeemed and
worthless, and an investor in the Public Offering may effectively pay the full unit price
solely for the shares of common stock included in the Public Units.Accounting  Since the Company is not required to net cash settle the Public
Warrants, management has determined that the Public Warrants will be recorded at fair value
and classified within stockholders equity as Additional paid-in capital upon their
issuance in accordance with FASB ASC Topic 815-40.
 Underwriting Agreement
  Note 5. Related Party Transactions
 Founder Shares
 Forfeiture The Founder Shares include 305,232 shares of common stock that are
subject to forfeiture if and to the extent the underwriters over-allotment option is not
exercised, so that the Sponsor and its permitted transferees will continue to own 14.0% of
the Companys issued and outstanding shares after the Public Offering.In addition, a portion of the Founder Shares in an amount equal to 2.0% of the Companys
issued and outstanding shares after the Public Offering and the exercise of the
over-allotment option, if applicable (Earnout Shares), will be subject to forfeiture by
the Sponsor in the event the last sales price of the Companys stock does not equal or
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exceed $12.00 per share for any 20 trading days within any 30-trading day period within 24
months following the closing of the Companys Initial Business Combination.
 As of December 2, 2010, the underwriters of the Public Offering decided not to exercise the
over-allotment option. As a result, the Sponsor and Mssrs. Haley and King are required to
return to the Company an aggregate of 305,232 of the founder shares, which the Company will
cancel.Rights  The Founder Shares are identical to the shares of common stock included in
the units being sold in the Public Offering except that (i) the Founder Shares will be
subject to certain transfer restrictions, as described in more detail below, and (ii) the
Sponsor will agree to waive its redemption rights with respect to the Founder Shares and
public shares it purchases in connection with the Initial Business Combination and will also
waive its redemption rights with respect to the Founder Shares if the Company fails to
consummate an Initial Business Combination within 21 months from the closing of the Public
Offering. As described further in Note 9, the Company consummated the Public Offering on
November 23, 2010.Voting  If the Company seeks stockholder approval of its Initial Business
Combination, the Sponsor will agree to vote the Founder Shares in accordance with the
majority of the votes cast by the public stockholders and to vote any public shares
purchased during or after the Public Offering in favor of the Initial Business Combination.Liquidation  Although the Sponsor and its permitted transferees will waive their
redemption rights with respect to the Founder Shares if the Company fails to consummate an
Initial Business Combination within 21 months from the closing of the Public Offering, they
will be entitled to redemption rights with respect to any public shares they may own.
 Sponsor Warrants
 Exercise conditions  Each Sponsor Warrant is exercisable into one share of common
stock at $11.50 per share. The proceeds from the Sponsor Warrant will be added to the
proceeds from the Public Offering held in the Trust Account. The Sponsor Warrants will be
identical to the warrants included in the units sold in the Public Offering except that the
Sponsor Warrants (i) will not be redeemable by the Company as long as they are held by
members of the Sponsor or any of their permitted transferees, (ii) will be subject to
certain transfer restrictions described in more detail below and (iii) may be exercised for
cash or on a cashless basis.Accounting  Since the Company is not required to net-cash settle the Sponsor
Warrants, management has determined that the Sponsor Warrants will be recorded at fair value
and
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classified within stockholders equity as Additional paid-in capital upon their issuance
in accordance with FASB ASC Topic 815-40.
 Disposition Restrictions
 Registration Rights
 Note 6. Other Related Party Transactions
 Administrative services
 The Company has agreed to pay up to $5,000 a month in total for office space and general and
administrative services to Associates. Services will commence promptly after the date the
Companys securities are first quoted on the Over-The-Counter Bulletin Board (OTCBB) and will
terminate upon the earlier of (i) the consummation of an Initial Business Combination or (ii)
the liquidation of the Company.
 Loan payable
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During the period from July 22, 2010 (date of inception) to September 30, 2010, Associates paid
vendor bills on behalf of the Company in the aggregate amount of $30,095. Such amount is
payable on demand without interest.
 Note payable
 On August 5, 2010, the Company issued an unsecured promissory note for $25,000 to Associates;
proceeds from the loan were used to fund a portion of the organizational and offering expenses
owed by the Company to third parties. This note was subsequently paid on November 23, 2010.
 Note 7. Income Taxes
 Components of the Companys deferred tax assets are as follows:
 Net operating loss carry-forward
    
    $
    1,700Less, valuation allowance
    
    
    (1,700
    )$
    
 Management has recorded a full valuation allowance against its deferred tax assets because it
does not believe it is more likely than not that sufficient taxable income will be generated.
The effective tax rate differs from the statutory rate of 34% due to the establishment of the
valuation allowance. The net operating loss carry-forward expires in 2030.
 Note 8. Stockholders Equity
 Common Stock  At September 30, 2010, the authorized common stock of the Company included up to
100,000,000 shares. Holders of the Companys common stock are entitled to one vote for each
share of common stock. At September 30, 2010, there were 2,464,286 shares of common stock issued
and outstanding.
 Preferred Shares  The Company is authorized to issue 1,000,000 preferred shares with such
designations, voting and other rights and preferences as may be determined from time to time by
the Board of Directors. At September 30, 2010, there were no shares of preferred stock issued
and outstanding.
 Note 9. Subsequent Events
 On October 25, 2010, the Sponsor returned to the Company an aggregate of 124,170 of the founder
shares, which the Company has cancelled. Thereafter, on October 25, 2010, the Sponsor
transferred an aggregate of 23,400 founder shares to John K. Haley and Sonny King, each of whom
has agreed to serve on the board of directors upon the closing of the Public Offering.
 On November 17, 2010, the Board of Directors and the stockholders of the Company adopted the
Second Amended and Restated Certificate of Incorporation under which the Company is authorized
to issue 400,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares
of preferred stock, par value $0.0001 per share.
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The registration statement for the Companys Public Offering was declared effective November 17,
2010. The Company consummated the Public Offering of 12,500,000 Public Units on November 23,
2010. Simultaneously with the consummation of the Public Offering, the Company consummated the
private sale to the members of the Sponsor of 5,333,333 Sponsor Warrants at $0.75 per warrant
(for an aggregate purchase price of $4,000,000) on a private placement basis. Upon the closing
of the Public Offering and the private placement, $124,950,000 was placed in the Trust Account
(see Note 2). These proceeds include approximately $4.375 million in deferred underwriting
commissions.
 The funds in the Trust Account are held in the name of JWC Acquisition Security Corporation, a
wholly-owned subsidiary of the Company qualified as a Massachusetts security corporation. The
Company subsequently consolidated the accounts of this subsidiary in the financial statements
and all significant intercompany transactions and balances will be eliminated in consolidation.
 As of December 2, 2010, the underwriters of the Public Offering decided not to exercise the
over-allotment option. As a result, the Sponsor and Mssrs. Haley and King are required to
return to the Company an aggregate of 305,232 of the founder shares, which the Company will
cancel.
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Special Note Regarding Forward-Looking Statements
  
 Overview
  
 Results of Operations
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Liquidity and Capital Resources
  Off-balance sheet financing arrangements
   Contractual obligations
  
 Critical Accounting Policies
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Loss per common share:
  Income taxes:
  Deferred offering costs:
  Recent accounting pronouncements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
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PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
   
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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Use of Proceeds from the Initial Public Offering
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. REMOVED AND RESERVED
 
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  Exhibit Number
    
    Description31.1*
    
    Certification of the Chief Executive Officer required by
Rule 13a-14(a) or Rule 15d-14(a).31.2*
    
    Certification of the Chief Financial Officer required by
Rule 13a-14(a) or Rule 15d-14(a).32.1*
    
    Certification of the Chief Executive Officer required by
Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.32.2*
    
    Certification of the Chief Financial Officer required by
Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
 
 *
    
    Filed herewith. 20




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##### Table of Contents



SIGNATURES
  JWC ACQUISITION CORP.
Date: January 3, 2011/s/ John W. ChildsName:
    John W. ChildsTitle:
    Chief Executive Officer/s/ David A. FiorentinoName:
    David A. FiorentinoTitle:
    Chief Financial Officer