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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 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 June 30, 2006
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 001-32574
 JK ACQUISITION CORP.
  Delaware
(State or other jurisdiction of
    
    87-0745202
(I.R.S. Employer Identification No.)incorporation or organization)5847 San Felipe, Suite 4350Houston, Texas
    
    77057(Address of principal executive
    
    (Zip Code)offices)
 (713) 978-7557
 þ o
  o o þ
 þ o




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JK ACQUISITION CORP.
Table of Contents
 PagePART I  FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    1Balance Sheets
    
    
    1Statement of Expenses
    
    
    2Statement of Cash Flows
    
    
    3Notes to Consolidated Financial Statements
    
    
    4Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    7Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    10Item 4. Controls and Procedures
    
    
    10PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    11Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    11Item 6. Exhibits
    
    
    12SIGNATURES
    
    
    13INDEX TO EXHIBITS
    
    
    14Certification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section 906




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Item 1. Financial Statements
 JK ACQUISITION CORP.
(A Development Stage Company)
 
 BALANCE SHEETS
As of June 30, 2006 and December 31, 2005
 June 30,
    
    
    December 31,2006
    
    
    2005(Unaudited)ASSETSCurrent assets:Cash
    
    $
    33,181
    
    
    $
    26,137Total current assets
    
    
    33,181
    
    
    
    26,137Trust fund
    
    
    77,123,973
    
    
    
    Deferred offering costs
    
    
    
    
    
    
    592,816Total Assets
    
    $
    77,157,154
    
    
    $
    618,953LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    
    
    
    $
    263,697Federal income tax payable
    
    
    29,276
    
    
    
    Advances payable
    
    
    
    
    
    
    329,000Total current liabilities
    
    
    29,276
    
    
    
    592,697Derivative
liabilities
    
    
    11,777,115
    
    
    
    Total Liabilities
    
    
    11,806,391
    
    
    
    592,697Common stock subject to redemption, 2,643,678 shares
    
    
    15,417,082
    
    
    
    Stockholders equity:Preferred stock, $0.0001 par value, 1,000,000 shares
authorized, none issued and outstanding
    
    
    
    
    
    
    Common stock, $0.0001 par value, 50,000,000 shares
authorized, 16,516,667 and 2,958,333 shares issued and
outstanding at June 30, 2006 and December 31, 2005,
respectively (including 2,643,678 and 0 shares subject to
redemption, respectively)
    
    
    1,652
    
    
    
    296Paid-in capital
    
    
    46,847,680
    
    
    
    30,954Earnings (deficit) accumulated during the development stage
    
    
    3,084,349
    
    
    
    (4,994
    )Total Stockholders Equity
    
    
    49,933,681
    
    
    
    26,256Total Liabilities and Stockholders Equity
    
    $
    77,157,154
    
    
    $
    618,953
  1




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JK ACQUISITION CORP.
(A Development Stage Company)
 
 STATEMENTS
OF OPERATIONS
Three Months and Six Months ended June 30, 2006 and
Period from May 11, 2005 (Inception) to June 30, 2005 and
Period from May 11, 2005 (Inception) to June 30, 2006
(Unaudited)
 Three Months
    
    
    Six Months
    
    
    Period from
    
    
    Period fromEnded
    
    
    Ended
    
    
    Inception to
    
    
    Inception toJune 30, 2006
    
    
    June 30, 2006
    
    
    June 30, 2005
    
    
    June 30, 2006Operating expenses:General & administrative
    
    $
    62,711
    
    
    $
    67,665
    
    
    $
    4,507
    
    
    $
    72,659Operating loss
    
    
    (62,711
    )
    
    
    (67,665
    )
    
    
    (4,507
    )
    
    
    (72,659
    )Other income:Investment income
    
    
    591,569
    
    
    
    591,569
    
    
    
    
    
    
    
    591,569Gain on
derivative liabilities
    
    
    2,594,715
    
    
    
    2,594,715
    
    
    
    
    
    
    
    2,594,715Total other income
    
    
    3,186,284
    
    
    
    3,186,284
    
    
    
    
    
    
    
    3,186,284Net income before income tax expense
    
    
    3,123,573
    
    
    
    3,118,619
    
    
    
    (4,507
    )
    
    
    3,113,625Income tax expense
    
    
    29,276
    
    
    
    29,276
    
    
    
    
    
    
    
    29,276Net income (loss)
    
    $
    3,094,297
    
    
    $
    3,089,343
    
    
    $
    (4,507
    )
    
    $
    3,084,349Earnings (loss) per share:Basic
    
    $
    0.22
    
    
    $
    0.36
    
    
    $
    (0.00
    )Diluted
    
    $
    0.20
    
    
    $
    0.33
    
    
    $
    (0.00
    )Weighted average number of common
shares outstanding:Basic
    
    
    13,983,791
    
    
    
    8,576,427
    
    
    
    2,000,000Diluted
    
    
    15,644,372
    
    
    
    9,411,305
    
    
    
    2,000,000
  2




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JK ACQUISITION CORP.
(A Development Stage Company)
 
 STATEMENTS OF CASH FLOWS
Six Months ended June 30, 2006 and
Period from May 11, 2005 (Inception) to June 30, 2005 and
Period from May 11, 2005 (Inception) to June 30, 2006
(Unaudited)
 Six Months
    
    
    Period from
    
    
    Period fromEnded
    
    
    Inception to
    
    
    Inception toJune 30, 2006
    
    
    June 30, 2005
    
    
    June 30, 2006CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)
    
    $
    3,094,297
    
    
    $
    (4,507
    )
    
    $
    3,084,349Adjustments to reconcile net income (loss) to net cash
used in operating activities:Investment income
    
    
    (591,569
    )
    
    
    
    
    
    
    (591,569
    )Gain on
derivative liabilities
    
    
    (2,594,715
    )
    
    
    
    
    
    
    (2,594,715
    )Change in accrued liabilities
    
    
    29,276
    
    
    
    
    
    
    
    29,276Net cash used in operating activities
    
    
    (67,665
    )
    
    
    (4,507
    )
    
    
    (72,659
    )CASH FLOWS FROM INVESTING ACTIVITIESPayment to trust account
    
    
    (76,532,404
    )
    
    
    
    
    
    
    (76,532,404
    )Net cash used in investing activities
    
    
    (76,532,404
    )
    
    
    
    
    
    
    (76,532,404
    )CASH FLOWS FROM FINANCING ACTIVITIESGross proceeds from public offering
    
    
    79,350,000
    
    
    
    
    
    
    
    79,350,000Gross proceeds from private placement
    
    
    2,000,004
    
    
    
    
    
    
    
    2,000,004Proceeds from sale of stock
    
    
    
    
    
    
    25,000
    
    
    
    31,250Proceeds from sale of underwriter option
    
    
    100
    
    
    
    
    
    
    
    100Proceeds from advances from stockholders
    
    
    
    
    
    
    100,000
    
    
    
    329,000Payments on advances from stockholders
    
    
    (329,000
    )
    
    
    
    
    
    
    (329,000
    )Cash paid for offering costs
    
    
    (4,413,991
    )
    
    
    
    
    
    
    (4,413,991
    )Net cash provided by financing activities
    
    
    76,607,113
    
    
    
    125,000
    
    
    
    76,638,244Net change in cash
    
    
    7,044
    
    
    
    124,988
    
    
    
    33,181Cash at beginning of period
    
    
    26,137
    
    
    
    
    
    
    
    Cash at end of period
    
    $
    33,181
    
    
    $
    124,988
    
    
    $
    33,181Supplemental disclosures:Cash paid for interest
    
    $
    
    
    
    $
    
    
    
    $
    Cash paid for income taxes
    
    
    
    
    
    
    
    
    
    
    Non-cash transactions:Common stock subject to redemption
    
    $
    15,417,082
    
    
    $
    
    
    
    $
    15,417,082Derivative
liabilities
    
    
    14,371,830
    
    
    
    
    
    
    
    14,371,830
  3




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JK ACQUISITION CORP.
(A Development Stage Company)
 
 NOTES TO FINANCIAL STATEMENTS
(Unaudited)
 NOTE 1  BASIS OF PRESENTATION
  NOTE 2
 INITIAL PUBLIC OFFERING
    NOTE 3  TRUST FUND
  NOTE 4  ADVANCES FROM SHAREHOLDERS
  NOTE 5  DERIVATIVE LIABILITY
  4




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NOTE 6  EQUITY
    NOTE 7  STOCK OPTION
    5




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NOTE 8  RELATED PARTY TRANSACTION
  6




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
     7




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RESULTS OF OPERATIONS
 Comparison
of Three Months Ended June 30, 2006 with Period from Inception
to June 30, 2005
  Comparison of Six Months Ended June 30, 2006 with Period from Inception
to June 30, 2005
  CHANGES IN FINANCIAL CONDITION
 Liquidity and Capital Resources
    8




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Off-Balance Sheet Arrangements
  Contractual Obligations
  9




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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 4. Controls and Procedures.
    10




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PART II  OTHER INFORMATION
 
 Item 1.
Legal Proceedings.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
        11




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Item 6. Exhibits.
 Number
    
    Description31.1
    
    Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification by Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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SIGNATURES
  JK ACQUISITION CORP.Date: August 14, 2006
    By:
    /s/ James P. WilsonJames P. WilsonChairman of the Board of Directors, Chief

Executive Officer and Secretary

(Principal Executive Officer)

(Principal Financial and Accounting Officer) 13




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INDEX TO EXHIBITS
 Number
    
    Description31.1
    
    Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification by Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 14