**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 September 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.**


(Exact
      name of registrant as specified in its charter)


**Delaware**
              (State
                or other jurisdiction of
            
            **87-0745202**
              (I.R.S.
                Employer Identification No.)incorporation
                or organization)**4400
                Post Oak Parkway, Suite 2530****Houston,
                Texas**
            
            **77027**(Address
                of principal executive
            
            (Zip
                Code)offices)




**(713) 978-7557**


Registrant’s
      telephone number, including area code




Indicate
      by check mark whether the Registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Exchange Act during the past
      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. Yes þ No o




Indicate
      by check mark whether the registrant is 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 o Accelerated filer o Non-accelerated filer þ




Indicate
      by check mark whether the Registrant is a shell company (as defined in
      Rule 12b-2 of the Exchange Act). Yes þ No o




As
      of
      November 7, 2006, 16,516,667 shares of the registrant’s common stock, par
      value $0.0001 per share, were outstanding.







**JK
      ACQUISITION CORP.**


**Table
      of Contents**


**Page**PART
                    I — FINANCIAL INFORMATIONItem 1.
                    Financial Statements
                
                
                1Balance
                    Sheets (Unaudited)
                
                
                1Statements
                    of Operations (Unaudited)
                
                
                2Statements
                    of Cash Flows (Unaudited)
                
                
                3Notes
                    to Unaudited Financial Statements
                
                
                4Item 2.
                    Management’s Discussion and Analysis of Financial Condition and Results
                    of
                    Operations
                
                
                6Item 3.
                    Quantitative and Qualitative Disclosures about Market Risk
                
                
                11Item 4.
                    Controls and Procedures
                
                
                12PART
                    II — OTHER INFORMATIONItem 1.
                    Legal Proceedings
                
                
                13Item 2.
                    Unregistered Sales of Equity Securities and Use of
                    Proceeds
                
                
                13Item 6.
                    Exhibits
                
                
                14SIGNATURES
                
                
                15INDEX
                    TO EXHIBITS
                
                
                16Certification Pursuant to Section 302Certification Pursuant to Section 302Certification Pursuant to Section
                    906









**Item 1.
      Financial Statements**




**JK
      ACQUISITION CORP.**


**(A
      Development Stage Company)**




**BALANCE
      SHEETS**


**As
      of September 30, 2006 and December 31, 2005**


September
                  30,
                2006
              
              December
                  31,
                2005(Unaudited)ASSETSCurrent
                  assets:Cash
              
              $
              161,759
              
              $
              26,137Total
                  current assets
              
              
              161,759
              
              
              26,137Trust
                  fund
              
              
              77,449,507
              
              
              —Deferred
                  offering costs
              
              
              —
              
              
              592,816Deferred
                  transaction costs
              
              
              220,755
              
              
              —Total
                  Assets
              
              $
              77,832,021
              
              $
              618,953**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY**Current
                  liabilities:Accounts
                  payable and accrued expenses
              
              $
              34,601
              
              $
              263,697Federal
                  income tax payable
              
              
              63,684
              
              
              —Derivative
                  liabilities
              
              
              12,325,805
              
              
              —Advances
                  payable
              
              
              —
              
              
              329,000Total
                  Liabilities
              
              
              12,424,090
              
              
              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 September 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
              
              
              3,141,517
              
              
              (4,994
              )Total
                  Stockholders’ Equity
              
              
              49,990,849
              
              
              26,256Total
                  Liabilities and Stockholders’ Equity
              
              $
              77,832,021
              
              $
              618,953




See
      notes
      to financial statements.




1




**JK
      ACQUISITION CORP.**


**(A
      Development Stage Company)**




**STATEMENTS
      OF OPERATIONS**


**Three
      Months Months ended September 30, 2006 and 2005,**


**Nine
      Months ended September 30, 2006,**


**Period
      from May 11, 2005 (Inception) to September 30, 2005
      and**


**Period
      from May 11, 2005 (Inception) to September 30,
      2006**


**(Unaudited)**


Three
                    MonthsEnded
              
              Three
                    MonthsEnded
              
              Nine
                    MonthsEnded
              
              Period
                    fromInception to
              
              Period
                    fromInception toSeptember
                  30, 2006
              
              September
                  30, 2005
              
              September
                  30, 2006
              
              September
                  30, 2005
              
              September
                  30, 2006Operating
                  expenses:General
                  & administrative
              
              $
              85,268
              
              $
              1,294
              
              $
              152,933
              
              $
              4,507
              
              $
              157,927Operating
                  loss
              
              
              (85,268
              )
              
              (1,294
              )
              
              (152,933
              )
              
              (4,507
              )
              
              (157,927
              )Other
                  income (expense):Interest
                  income
              
              
              725,534
              
              
              —
              
              
              1,317,103
              
              
              —
              
              
              1,317,103Gain
                  (loss) on derivative liabilities
              
              
              (548,690
              )
              
              —
              
              
              2,046,025
              
              
              —
              
              
              2,046,025Total
                  other income
              
              
              176,844
              
              
              —
              
              
              3,363,128
              
              
              —
              
              
              3,363,128Net
                  income (loss) before income tax expense
              
              
              91,576
              
              
              (1,294
              )
              
              3,210,195
              
              
              (4,507
              )
              
              3,205,201Income
                  tax expense
              
              
              34,408
              
              
              —
              
              
              63,684
              
              
              —
              
              
              63,684Net
                  income (loss)
              
              $
              57,168
              
              $
              (1,294
              )
              $
              3,146,511
              
              $
              (4,507
              )
              $
              3,141,517Earnings
                  (loss) per share:Basic
              
              $
              0.00
              
              
              (0.00
              )
              $
              0.28
              
              $
              (0.00
              )Diluted
              
              $
              0.00
              
              
              (0.00
              )
              $
              0.25
              
              $
              (0.00
              )Weighted
                  average number of common shares outstanding:Basic
              
              
              16,516,667
              
              
              2,916,980
              
              
              11,252,259
              
              
              2,783,316Diluted
              
              
              18,579,358
              
              
              2,916,980
              
              
              12,515,352
              
              
              2,783,316




See
      notes
      to financial statements.


2




**JK
      ACQUISITION CORP.**


**(A
      Development Stage Company)**




**STATEMENTS
      OF CASH FLOWS**


**Nine
      Months ended September 30, 2006,**


**Period
      from May 11, 2005 (Inception) to September 30, 2005
      and**


**Period
      from May 11, 2005 (Inception) to September 30,
      2006**


**(Unaudited)**


Nine
                      Months
                    Ended
                    September
                      30, 2006
              
              Period
                      from
                    Inception
                      to
                    September
                      30, 2005
              
              Period
                      from
                    Inception
                      to
                    September
                      30, 2006CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  income (loss)
              
              $
              3,146,511
              
              $
              (4,507
              )
              $
              3,141,517Adjustments
                  to reconcile net income (loss) to net cash used in operating
                  activities:Investment
                  income
              
              
              (1,317,103
              )
              
              —
              
              
              (1,317,103
              )Gain
                  on derivative liabilities
              
              
              (2,046,025
              )
              
              —
              
              
              (2,046,025
              )Change
                  in accrued liabilities and accounts payable
              
              
              98,285
              
              
              —
              
              
              98,285Net
                  cash used in operating activities
              
              
              (118,332
              )
              
              (4,507
              )
              
              (123,326
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESDeferred
                  transaction costs
              
              
              (220,755
              )
              
              —
              
              
              (220,755
              )Payment
                  to trust account
              
              
              (76,532,404
              )
              
              —
              
              
              (76,532,404
              )Disbursements
                  from trust account
              
              
              400,000
              
              
              
              
              
              400,000Net
                  cash used in investing activities
              
              
              (76,353,159
              )
              
              —
              
              
              (76,353,159
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESGross
                  proceeds from public offering
              
              
              79,350,000
              
              
              —
              
              
              79,350,000Gross
                  proceeds from private placement
              
              
              2,000,004
              
              
              —
              
              
              2,000,004Proceeds
                  from sale of stock
              
              
              —
              
              
              31,250
              
              
              31,250Proceeds
                  from sale of underwriter option
              
              
              100
              
              
              —
              
              
              100Proceeds
                  from advances from stockholders
              
              
              —
              
              
              100,000
              
              
              329,000Payments
                  on advances from stockholders
              
              
              (329,000
              )
              
              —
              
              
              (329,000
              )Cash
                  paid for offering costs
              
              
              (4,413,991
              )
              
              (74,534
              )
              
              (4,743,110
              )Net
                  cash provided by financing activities
              
              
              76,607,113
              
              
              56,716
              
              
              76,638,244Net
                  change in cash
              
              
              135,622
              
              
              52,209
              
              
              161,759Cash
                  at beginning of period
              
              
              26,137
              
              
              —
              
              
              —Cash
                  at end of period
              
              $
              165,759
              
              $
              52,209
              
              $
              161,759Supplemental
                  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
              
              
              12,325,805
              
              
              —
              
              
              14,371,830




See
      notes
      to financial statements.


3




**JK
      ACQUISITION CORP.**


**(A
      Development Stage Company)**




**NOTES
      TO FINANCIAL STATEMENTS**


**(Unaudited)**




**NOTE
      1 — BASIS OF PRESENTATION**




The
      accompanying unaudited interim financial statements of JK Acquisition Corp.
      (also hereinafter referred to as “JK Acquisition” or the “Company”) have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America and the rules of the Securities and Exchange Commission
      (“SEC”), and should be read in conjunction with the audited financial statements
      and notes thereto contained in the JK Acquisition’s registration statement filed
      with the SEC on Form S-1 for the period from May 11, 2005
      (inception) to December 31, 2005. In the opinion of management, all
      adjustments, consisting of normal recurring adjustments, necessary for a fair
      presentation of financial position and the results of operations for the interim
      periods presented have been reflected herein. The results of operations for
      interim periods are not necessarily indicative of the results to be expected
      for
      the full year. Notes to the financial statements which would substantially
      duplicate the disclosures contained in the audited financial statements for
      the
      period from May 11, 2005 (inception) to December 31, 2005 as
      reported in the Form S-1 have been omitted.




**NOTE
      2 — 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 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 share of common stock at an exercise
      price of $5.00. 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 $8.50 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 or the warrants will
      expire.




In
      connection with the initial public offering, JK Acquisition has committed to
      pay
      to the underwriters an underwriting discount equal to 5% of the gross
      offering proceeds upon the consummation of the initial public offering. The
      underwriters have agreed to defer $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
      this offering held in trust.




**NOTE
      3 — TRUST FUND**




Investment
      securities in the trust fund are classified as trading securities and are
      carried at fair value, with gains or losses resulting from changes in fair
      value
      recognized currently in earnings.




**NOTE
      4 — ADVANCES FROM SHAREHOLDERS**




On
      May 18, 2005 and December 20, 2005, JK Acquisition Corp. received an
      aggregate of $329,000 as advances for expenses from two shareholders. These
      advances bear no interest and were repaid from the proceeds of the Company’s
      initial public offering.




**NOTE
      5 — DERIVATIVE LIABILITY**




Under
      EITF No. 00-19, “Accounting for Derivative Financial Instruments Indexed
      to, and Potentially Settled in, a Company’s Own Stock” (“EITF No. 00-19”),
      the fair value of the warrants have been reported as a liability. The warrant agreement provides for JK Acquisition to register the
      shares underlying the warrants and is silent as to the penalty to be incurred
      in
      the absence of the Company’s ability to deliver registered shares to the warrant
      holders upon warrant exercise. Under EITF No. 00-19, registration of the
      common stock underlying the warrants is not within the Company’s control. As a
      result, JK Acquisition must assume that it could be required to settle the
      warrants on a net-cash basis, thereby necessitating the treatment of the
      potential settlement obligation as a liability. Further EITF No. 00-19,
      requires the Company to record the potential settlement liability at each
      reporting date using the current estimated fair value of the warrants, with
      any
      changes being recorded through the statement of income and expenses. The
      potential settlement obligation will continue to be reported as a liability
      until such time as the warrants are exercised, expire, or JK Acquisition is
      otherwise able to modify the registration requirements in the warrant agreement
      to remove the provisions which require this treatment. The fair value of the
      warrant liability at the date of issuance in the accompanying balance sheets
      was
      estimated using the initial trading value of the warrants after they were
      separated from the initial units and began to trade. The fair value of the
      warrants as of September 30, 2006 was determined by the trading value of
      the securities on that date. The value assigned to the warrant liability at
      April 17, 2006 (the date of issuance) and September 30, 2006 was
      $11,389,001 and $10,033,167, respectively.




Gain
      (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 $1,355,835 and ($542,333) for nine and three
      months ended September 30, 2006, respectively.


4




**NOTE
      6 — EQUITY**




On
      April 10, 2006, JK Acquisition declared a stock dividend of 0.1833332
      shares for each share outstanding. After the stock dividend, there were
      2,958,333 shares outstanding. 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 shares of common stock to two
      existing shareholders for $2,000,004 in a private placement.




**NOTE
      7 — STOCK OPTION**




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 latter 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. These derivative liabilities
      have been, and will continue to be adjusted to fair value in our quarterly
      filings.




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.




The
      fair value of the warrants was $2,292,637 as of September 30, 2006. Gain
      (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 $690,192 and ($6,356) for the nine and three
      months ended September 30, 2006, respectively.




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%, this volatility-rate will likely change in the future.
      JK
      Acquisition uses the closing market price of its common stock at the end of
      a
      quarter when a derivative is valued at fair value. JK Acquisition’s stock price
      will also change in the future. To the extent that JK Acquisition’s stock price
      increases or decreases, its derivative liabilities will also increase or
      decrease, absent any change in volatility rates and risk-free interest
      rates.


5




**NOTE
      8 — 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. For the
      nine
      months ended September 30, 2006, $45,000 has been expensed for the
      administrative fee.




**NOTE
      9** **—
      D** **EFERRED
      TRANSACTION COSTS**




Deferred
      transactions cost consist primarily of accounting fees, legal fees, due
      diligence fees and other fees incurred through the balance sheet that are
      related to the proposed merger discussed in Note 10. Deferred transaction costs
      related to the proposed merger will be charged to expense if the acquisition
      is
      not consummated or included in the allocation of purchase price should the
      transaction be consummated.




**NOTE
      10— PROPOSED MERGER**




On
      September 6, 2006, JK Acquisition entered into an Agreement and Plan of
      Merger (the “Merger Agreement”) with Multi-Shot, Inc., a Delaware corporation
      and wholly-owned subsidiary of JK Acquisition (“MSI”), Multi-Shot, LLC, a Texas
      limited liability company (“Multi-Shot”), Catalyst/Hall Growth Capital
      Management Co., LLC, as Members’ Representative, and the members of Multi-Shot
      (the “Members”), pursuant to which Multi-Shot will merge with and into MSI (the
“Merger”). Following completion of the Merger, it is anticipated that the
      Company will change its name to MS Energy Services, Inc. The Board of Directors
      of MS Energy Services, Inc. and Multi-Shot, Inc. will have representation from
      both JK Acquisition Corp. and Multi-Shot, LLC. Based in Conroe, Texas,
      Multi-Shot provides directional drilling services with an established presence
      in most major onshore producing basins in the U.S. Since its inception in 1980,
      Multi-Shot has developed into a leading independent service provider that
      employs a highly skilled and experienced labor force. Multi-Shot owns and
      operates equipment of the highest standards and maintains a diversified customer
      base that includes large, U.S. independent exploration and production
      companies.




At closing, the initial Merger consideration for all the issued and outstanding
      membership interests of Multi-Shot is expected to be approximately $105,700,000
      (assuming the Third-Party Indebtedness, as such term is defined in the Merger
      Agreement, of Multi-Shot does not exceed $13,500,000 on the closing date),
      consisting of the following:




·
            
            $69,150,000
                in cash at closing;·
            
            4,268,519
                shares of JK Acquisition common stock;****·
            
            8,537,038
                warrants (each warrant may be exchanged for one share of JKA common
                stock
                solely pursuant to the grant of an Earnout Award (as defined in the
                Merger
                Agreement) pursuant to the Merger Agreement); and****·
            
            the
                assumption of Third-Party Indebtedness, which is expected to be
                approximately $13,500,000.




If
      the
      acquisition is not consummated, the $150,755 of deferred transaction costs,
      classified on the balance sheet as other assets, will be immediately
      expensed.




**NOTE
      11—LIQUIDITY**




JK
      Acquisition’s current cash position is $161,759. JK Acquisition currently has
      outstanding payables of $98,285. JK Acquisition has the ability to withdraw
      an
      additional $500,000 from interest earned in the trust fund to fund certain
      additional operating costs or to fund additional transaction costs.




**** In
      the
      event the proposed merger is not consummated within the agreed upon time period,
      JK Acquisition believes it will have sufficient funds to
      operate until April 2008.




**Item 2.
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations.**




This
      Quarterly Report on Form 10-Q includes forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended, and
      Section 21E of the Securities Exchange Act of 1934, as amended. We have
      based these forward-looking statements on our current expectations and
      projections about future events, and we assume no obligation to update any
      such
      forward-looking statements. These forward-looking statements are subject to
      known and unknown risks, uncertainties and assumptions about us that may cause
      our actual results to be materially different from any future results expressed
      or implied by such forward-looking statements. In some cases, you can identify
      forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or
      the negative of such terms or other similar expressions. Factors that might
      cause our future results to differ from those statements include, but are not
      limited to, those described in the section entitled “Risk Factors” of the
      prospectus filed with the Securities and Exchange Commission in connection
      with
      our initial public offering. The following discussion should be read in
      conjunction with our condensed financial statements and related notes thereto
      included elsewhere in this report and with the section entitled “Risk Factors”
of the prospectus filed with the Securities and Exchange Commission in
      connection with our initial public offering.


6




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 North 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 is
      being
      held in trust and the remaining $100,000 is not being 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) 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. We will use substantially all of the net proceeds of this 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. We believe that the funds available to us outside of the trust account
      will be sufficient to allow us to operate until April 2008, assuming that a
      business combination is not consummated during that time. Over this time period,
      and exclusive of the expenses related to the offering, we anticipate
      approximately $200,000 of expenses for the due diligence and investigation
      of a
      target business, $300,000 of expenses for legal, accounting and other expenses
      attendant to the due diligence investigations, structuring and negotiating
      of a
      business combination, $180,000 for the administrative fee payable to 4350
      Management, LLC ($7,500 per month for two years), $100,000 of expenses in legal
      and accounting fees relating to our SEC reporting obligations and $220,000
      for
      general working capital that will be used for miscellaneous expenses and
      reserves, including approximately $50,000 for director and officer liability
      insurance premiums. We do not believe we will need to raise additional funds
      following this offering in order to meet the expenditures required for operating
      our business prior to a business combination. However, we may need to raise
      additional funds to the extent such financing is required to consummate a
      business combination, in which case we may issue additional securities or incur
      debt in connection with such business combination. We would only consummate
      such
      a financing simultaneously with the consummation of a business
      combination.




Commencing
      on April 10, 2006 and ending upon the acquisition of a target business, 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 us 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.




Since
      our initial public offering, we have been actively engaged in sourcing a
      suitable business combination candidate. We have met with target companies,
      service professionals and other intermediaries to discuss our company, the
      background of our management and our combination preferences. In the course
      of
      these discussions, we have also spent time explaining the capital structure
      of
      the initial public offering, the combination approval process and the timeline
      under which we are operating before the proceeds of the offering are returned
      to
      investors. Consistent with the disclosures in our prospectus, we have focused
      our search on companies in the manufacturing, distribution and service sectors,
      though we may acquire an operating business in an industry that we choose.
      However, there can be no assurance that we will find and close a suitable
      business combination in the allotted time.




**Developments
      in Finding a Suitable Business Target**




On
      September 6, 2006, JK Acquisition Corp. (“JKA”) entered into an Agreement
      and Plan of Merger (the “Merger Agreement”) with Multi-Shot, Inc., a Delaware
      corporation and wholly-owned subsidiary of JKA (“MSI”), Multi-Shot, LLC, a Texas
      limited liability company (“Multi-Shot”), Catalyst/Hall Growth Capital
      Management Co., LLC, as Members’ Representative, and the members of Multi-Shot
      (the “Members”), pursuant to which Multi-Shot will merge with and into MSI (the
“Merger”). Following completion of the Merger, it is anticipated that JKA will
      change its name to MS Energy Services, Inc. The Board of Directors of MS Energy
      Services, Inc. and Multi-Shot, Inc. will have representation from both JK
      Acquisition Corp. and Multi-Shot, LLC.




Based
      in Conroe, Texas, Multi-Shot provides directional drilling services with an
      established presence in most major onshore producing basins in the U.S. Since
      its inception in 1980, Multi-Shot has developed into a leading independent
      service provider that employs a highly skilled and experienced labor force.
      Multi-Shot owns and operates equipment of the highest standards and maintains
      a
      diversified customer base that includes large, U.S. independent exploration
      and
      production companies.




The
      Merger is expected to be consummated by January 31, 2007, after the
      required approval by JKA’s stockholders and the fulfillment of certain other
      conditions, as discussed in greater detail herein and in the Merger
      Agreement.


7




The
      following description summarizes the material provisions of the Merger
      Agreement. Stockholders should read carefully the Merger Agreement, which was
      attached as Exhibit 10.1 to the Current Report on Form 8-K previously filed
      by JKA on September 7, 2006. The Merger Agreement contains representations
      and
      warranties which JKA, on the one hand, and Multi-Shot and the Members, on the
      other hand, have made to one another and are for the benefit of such parties
      only, and may not be relied upon by any other person. The assertions embodied
      in
      the representations and warranties contained in the Merger Agreement are
      qualified by information in disclosure schedules to the Merger Agreement, which
      we consider nonpublic information. Although JKA does not believe the disclosure
      schedules contain information the securities laws require JKA to publicly
      disclose, the disclosure schedules contain information that modifies, qualifies
      and creates exceptions to the representations and warranties set forth in the
      Merger Agreement.




**Merger
      Consideration**




At
      closing, the initial Merger consideration for all the issued and outstanding
      membership interests of Multi-Shot is expected to be approximately $105,700,000
      (assuming the Third-Party Indebtedness, as such term is defined in the Merger
      Agreement, of Multi-Shot does not exceed $13,500,000 on the closing date),
      consisting of the following:





·
            $69,150,000
                in cash at closing;


·
            4,268,519
                shares of JKA common stock (“Parent
                Shares”);


·
            8,537,038
                warrants (each warrant may be exchanged for one share of JKA common
                stock
                solely pursuant to the grant of an Earnout Award (as defined in the
                Merger
                Agreement) pursuant to the Merger Agreement)(“Parent Warrants”);
                and


·
            the
                assumption of Third-Party Indebtedness, which is expected to be
                approximately $13,500,000




Furthermore,
      the Members will also be eligible to receive Redemption Liability Shares (as
      defined in the Merger Agreement) and Redemption Warrants (as defined in the
      Merger Agreement) if the cash consideration paid by JKA to its stockholders
      with
      respect to such stockholders exercising their conversion rights exceeds
      $3,000,000.




The
      cash
      portion of the purchase price will be funded with cash currently being held
      in
      the trust fund established in connection with JKA’s initial public
      offering.




The
      form
      of Parent Warrant and Redemption Warrant to be issued to the Members is attached
      as Exhibit 10.2 to the Current Report on Form 8-K filed on September 7,
      2006. The Parent Warrants and Redemption Warrants may be exchanged by the
      Members for additional consideration pursuant to Earnout Awards as determined
      based upon certain future events as related to the exercise of public warrants
      by JKA stockholders.




All
      Parent Shares, Parent Warrants, Redemption Liability Shares, Redemption Warrants
      and JKA common stock issued pursuant to the exercise of any Parent Warrant
      or
      Redemption Warrant in connection with the Merger will be subject to a
      registration rights agreement which is attached as Exhibit 10.3 to the Current
      Report on Form 8-K filed on September 7, 2006.




**Escrow
      Amounts**




At
      the closing of the Merger, $1 million of cash consideration and all of the
      Parent Shares, Parent Warrants, Redemption Liability Shares and Redemption
      Warrants will be transferred to an escrow agent to secure (i) any
      post-closing adjustment in the purchase price in JKA’s favor and (ii) the
      indemnification obligations of the Members, subject to the terms and conditions
      set forth in the Merger Agreement and escrow agreement.




**Closing
      of the Merger**




The
      closing of the Merger will take place following the satisfaction of certain
      customary closing conditions in Merger Agreement, but in no event later than
      January 31, 2007.




**Representations
      and Warranties**




The
      Merger Agreement contains customary representations and warranties of each
      of
      JKA, Multi-Shot and the Members, as applicable, relating to, among other things,
      (a) proper corporate organization and similar corporate matters,
      (b) capitalization, (c) the authorization, performance and
      enforceability of the Merger Agreement, (d) permits, (e) taxes,
      (f) absence of undisclosed liabilities, (g) real properties,
      (h) material contracts, (i) title and condition of assets, (j) absence
      of certain changes, (k) employee and employee benefit matters,
      (l) compliance with applicable laws, (m) absence of litigation,
      (n) environmental matters, (o) warranties and (p)
      insurance.




Some
      of the representations and warranties of JKA, Multi-Shot and the Members are
      qualified by knowledge of the party, materiality or to the extent a breach
      does
      not result in a material adverse effect.




**Interim
      Operations Relating to JKA and Multi-Shot**




Each
      of
      JKA and Multi-Shot has agreed to continue to operate its business in the
      ordinary course prior to the closing of the Merger, to use reasonable efforts
      to
      preserve current relationships with customers, employees and suppliers, and
      additional material covenants including that (i) each party shall obtain
      all necessary approvals, including stockholder and governmental approvals;
      (ii)
      each party shall protect confidential information and maintain the
      confidentiality of the other’s proprietary information; and (iii) until
      termination of the Merger Agreement (except as discussed below), not to solicit
      or accept an offer to enter into a Competing Transaction, as such term is
      defined in the Merger Agreement.


8




**No
      Solicitation**




Multi-Shot
      has suspended or terminated, and has the legal right to terminate or suspend,
      all negotiations and discussions of any acquisition, merger, consolidation
      or
      sale of all or substantially all of the assets or member interests of Multi-Shot
      with parties other than JKA. Furthermore, Multi-Shot has agreed, from the date
      of the Merger Agreement and until the termination of the Merger Agreement,
      not
      to, directly or indirectly through any officer, member, manager, employee,
      representative or agent, solicit, initiate, entertain or encourage any proposal
      or offer from, or engage in any negotiations with any person other than JKA,
      or
      agree to, approve or recommend, any proposal for a Competing
      Transaction.




However,
      JKA is permitted to receive general inquiries from third parties concerning
      potential transactions that would be in substitution of or in addition to,
      the
      Merger as contemplated by the Merger Agreement, and to conduct preliminary
      dialogue related thereto. However, JKA may not negotiate, present, or propose
      related to any presentations or proposals, conditional terms with any third
      party with respect to any such transaction until the earlier of: (i) the
      closing of the Merger, or (ii) the termination of the Merger Agreement
      pursuant to the terms provided therein.




**Indemnification**




The
      Members, jointly and severally, have agreed to hold JKA and its representatives,
      successors and permitted assigns harmless from any damages, whether as a result
      of any third party or otherwise, and which arise from or in connection with
      any
      breach by the Members or Multi-Shot of any representations, warranties,
      covenants or obligations under the Merger Agreement. JKA has agreed to hold
      harmless the Members and Multi-Shot for any breach of JKA’s representations,
      warranties or covenants under the Merger Agreement. Subject to certain
      exceptions, claims made against the Members may be asserted only once the
      aggregate amount of all claims exceeds $500,000. Additionally, subject to
      certain exceptions, including fraud or willful misrepresentation or misconduct,
      the aggregate indemnification liability of the Members will not exceed
      $10,000,000. Most of the representations and warranties of the parties under
      the
      Merger Agreement will survive the closing for 18 months; however, certain
      representations and warranties will survive for longer periods.




Indemnification
      claims may be made against JKA only once the aggregate amount of claims exceeds
      $500,000. Subject to certain exceptions, including fraud or willful
      misrepresentation or misconduct, the aggregate indemnification liability of
      JKA
      will not exceed $12,658,000




**Conditions
      to the Completion of the Merger**




The
      obligations of JKA and Multi-Shot are subject to certain customary closing
      conditions, including the following:




·
            no
                order or injunction enjoining the Merger;


·
            no
                statute, rule, order or decree shall have been enacted or promulgated
                which would prohibit the Merger or otherwise make the Merger
                illegal;


·
            receipt
                of certain consents;


·
            entering
                into the registration rights agreement, escrow agreement and certain
                other
                agreements;


·
            termination
                of certain Multi-Shot existing plans and
                agreements;


·
            the
                majority of voting JKA stockholders shall have approved the transactions
                contemplated by the Merger Agreement and public JKA stockholders
                owning
                not more than twenty percent (20%) of JKA’s shares of common stock issued
                in JKA’s initial public offering and outstanding immediately before the
                closing shall have exercised their rights to convert their shares
                into a
                pro rata share of the trust fund rather than approve the
                Merger;


·
            certain
                of the officers of Multi-Shot shall have entered into employment
                agreements;


·
            the
                Members shall have approved the transactions contemplated by the
                Merger
                Agreement;


·
            all
                specified waiting periods under the Hart-Scott-Rodino Antitrust
                Improvements Act, if any, shall have expired,
                and


·
            the
                absence of any action, suit or proceeding challenging or preventing
                the
                Merger




**Termination**




The
      Merger Agreement may be terminated prior to the closing of the Merger, including
      the following:




·
            by
                Multi-Shot if JKA is unable to obtain stockholder approval by
                January 31, 2007




·
            at
                any time, by mutual written agreement as duly authorized by the Board
                of
                Directors of JKA and the Board of Managers of
                Multi-Shot;




·
            at
                any time after January 31, 2007, by either Multi-Shot or JKA if the
                closing shall not have occurred for any reason other than a breach
                by the
                terminating party;




·
            by
                Multi-Shot, if there is a material breach by JKA of any representation,
                warranty or obligation under the Merger Agreement, that renders the
                satisfaction of any condition to Multi-Shot’s obligations impossible and
                such breach is not waived by Multi-Shot;
                or


9




·
            by
                JKA if Multi-Shot’s 2006 Annualized Adjusted EBITDA (as defined in the
                Merger Agreement) is less than
                $17,625,000.




In
      some
      cases, in the event that JKA elects to terminate the Merger Agreement, JKA
      will
      be liable for certain fees and expenses incurred by Multi-Shot and the Members
      during the Merger negotiations.




**Effect
      of Termination**




In
      the
      event of termination, the Merger Agreement shall forthwith become void, there
      shall be no liability under this Agreement on the part of JKA, MSI or Multi-Shot
      or any of their respective officers, managers or directors, and all rights
      and
      obligations of each party hereto shall cease. Furthermore, if the Merger
      Agreement is terminated:




·
            JKA and
                MSI are obligated to return all document and work papers obtained
                from
                Multi-Shot or the Members;




·
            all
                filings with any government agencies shall be withdrawn, to the extent
                practicable;




·
            certain
                confidentiality obligations will survive closings;
                and




·
            no
                party shall be relieved of any liability for willful breach of the
                Merger
                Agreement.




**RESULTS
      OF OPERATIONS**




*Comparison
      of Three Months Ended September 30, 2006 and 2005*




For
      the three months ended September 30, 2006 and 2005, we had net income
      (loss) of $57,168 and $(1,294), respectively. For the three months ended
      September 30, 2006, we incurred $85,268 of general and administrative
      expenses, $34,408 of income tax expense and $548,690 of loss on derivative
      liabilities of the Company’s warrant as a result of the change in valuation of
      the derivative liabilities (see Item 1, Note 5 for more information),
      offset by interest income on the trust fund investments of $725,534 as compared
      to the three months ended September 30, 2005 when we incurred only $1,294
      of general and administrative expenses in connection with our
      formation.




*Comparison
      of Nine Months Ended September 30, 2006 with Period from Inception to
      September 30, 2005*




For
      the nine months ended September 30, 2006, we had net income of $3,146,511.
      For the period from May 11, 2005 (our date of inception) to
      September 30, 2005, we had a net loss of $4,507. For the nine months ended
      September 30, 2006, we incurred $152,933 of general and administrative
      expenses and $63,684 of income tax expense, offset by interest income on the
      trust fund investments of $1,317,103 and a gain of $2,046,025 on derivative
      liabilities of the Company’s warrant as a result of the change in valuation of
      the derivative liabilities (see Item 1, Note 5 for more information), as
      compared to the period from May 11, 2005 to September 30, 2005 when we
      incurred only $4,507 of general and administrative expenses in connection with
      our formation.




**CHANGES
      IN FINANCIAL CONDITION**




*Liquidity
      and Capital Resources*




On
      April 10, 2006, we entered into an agreement with certain of our directors
      for the sale of 333,334 units in a private placement. 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.




On
      April 17, 2006, we consummated our initial public offering of 13,225,000
      units, including 1,725,000 units that were attributable to the full exercise
      of
      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 is
      being
      held in a trust account at J.P. Morgan Chase Bank maintained by Continental
      Stock Transfer & Trust Company, New York, New York, as trustee and the
      remaining $100,000 is not being 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) 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.
      We
      will use substantially all of the net proceeds of this
      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.


10




The
      proceeds held in the trust account may be used as consideration to pay the
      sellers of a target business with which we complete a business combination.
      The
      underwriters have agreed to defer approximately $1,552,500 of the proceeds
      attributable to their non-accountable expense allowance until the consummation
      of a business combination. Upon the consummation of a business combination,
      we
      will pay such deferred non-accountable expense allowance to the underwriters
      out
      of the proceeds of this offering held in trust. Any amounts not paid as
      consideration to the sellers of the target business or to the underwriters
      for
      deferred underwriting fees and expenses may be used to finance operations of
      the
      target business. We expect that the operating expenses of a target business
      may
      include some or all of the following: capital expenditures, expenditures for
      future projects, general ongoing expenses including supplies and payroll,
      expanding markets and strategic acquisitions or alliances. 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. We believe that the funds available to us outside of the trust
      account will be sufficient to allow us to operate until April 2008,
      assuming that a business combination is not consummated during that time. Over
      this time period, and exclusive of the expenses related to the offering, we
      anticipate approximately $200,000 of expenses for the due diligence and
      investigation of a target business, $300,000 of expenses for legal, accounting
      and other expenses attendant to the due diligence investigations, structuring
      and negotiating of a business combination, $180,000 for the administrative
      fee
      payable to 4350 Management, LLC ($7,500 per month for two years), $100,000
      of
      expenses in legal and accounting fees relating to our SEC reporting obligations
      and $220,000 for general working capital that will be used for miscellaneous
      expenses and reserves, including approximately $50,000 for director and officer
      liability insurance premiums. We do not believe we will need to raise additional
      funds following this offering in order to meet the expenditures required for
      operating our business prior to a business combination. However, we may need
      to
      raise additional funds to the extent such financing is required to consummate
      a
      business combination, in which case we may issue additional securities or incur
      debt in connection with such business combination. We would only consummate
      such
      a financing simultaneously with the consummation of a business
      combination.




Commencing
      on April 10, 2006 and ending upon the acquisition of a target business, 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 us 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.




We
      currently have no operating business. If we are unable to find and close a
      suitable target business by October 10, 2007 (or April 10, 2008 if a
      letter of intent, agreement in principle or a definitive agreement has been
      executed by October 10, 2007), we will be forced to liquidate. If we are
      forced to liquidate, the per-share liquidation may be less than the price at
      which public stockholders purchased their shares because of the expenses related
      to our initial public offering, our general and administrative expenses and
      the
      anticipated costs of seeking a business combination. Additionally, if third
      parties make claims against us, the offering proceeds held in the trust account
      could be subject to those claims, resulting in a further reduction to the
      per-share liquidation price. Under Delaware law, our stockholders who have
      received distributions from us may be held liable for claims by third parties
      to
      the extent such claims are not been paid by us. Furthermore, our warrants will
      expire worthless if we liquidate before the completion of a business
      combination.




*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.




*Contractual
      Obligations*




In
      connection with our initial public offering, we agreed to pay the underwriters
      a
      deferred non-accountable expense allowance of $1,552,500 upon the consummation
      of our initial business combination. We expect that such allowance will be paid out of the proceeds in the trust account. Other than
      contractual obligations incurred in the ordinary course of business, we do
      not
      have any other long-term contractual obligations.




**Item 3.
      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.




11




**Item 4.
      Controls and Procedures.**




Based
      on their evaluation as of the end of the period covered by this Quarterly Report
      on Form 10-Q, our principal executive officer and principal financial officer
      have concluded that our disclosure controls and procedures (as defined in
      Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
      amended (the “Exchange Act”)) were effective as of the end of the period covered
      by this report.




There
      were no changes in our internal controls over financial reporting in connection
      with the evaluation required by Rule 13a-15(d) under the Exchange Act that
      occurred during the period covered by this Quarterly Report on Form 10-Q that
      have materially affected, or are reasonably likely to materially affect, our
      internal controls over financial reporting.




We
      believe that a control system, no matter how well designed and operated, cannot
      provide absolute assurance that the objectives of the control system are met,
      and no evaluation of controls can provide absolute assurance that all control
      issues and instances of fraud, if any, within a company have been detected.
      Our
      disclosure controls and procedures are designed to provide reasonable assurance
      of achieving their objectives, and our principal executive officer and our
      principal financial officer have concluded that these controls and procedures
      are effective at the “reasonable assurance” level.


12




**PART
      II - OTHER INFORMATION**




**Item 1.
      Legal Proceedings.**




There
      have been no material changes to the risk factors previously disclosed in the
      registration statement on Form S-1 (File No. 333-133197) filed in
      connection with our initial public offering, which the SEC declared effective
      on
      April 10, 2006.




**Item 2.
      Unregistered Sales of Equity Securities and Use of
      Proceeds.**




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 of 333,334 units.




On
      April 10, 2006, we entered into an agreement with certain of our directors
      for the sale of 333,334 units in a private placement. 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.
      The units were sold at an offering price of $6.00 per unit, generating total
      gross proceeds of $2,000,004. The securities sold in the private placement
      were
      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
      April 17, 2006, we consummated our initial public offering of 13,225,000
      units, including 1,725,000 units that were attributable to the full exercise
      of
      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 (or, with respect
      to the warrants held by the underwriters, $6.25). Our common stock and warrants
      started trading separately as of May 11, 2006. The securities sold in the
      offering were registered under the Securities Act on a registration statement
      on
      Form S-1 (File No. 333-133197). The SEC declared the registration statement
      effective on April 10, 2006.




We
      paid a total of $3,967,000 in underwriting discounts, and approximately $750,100
      has been paid for costs and expenses related to the offering. After deducting
      the underwriting discounts and the offering expenses, the total net proceeds
      to
      us from the offering were approximately $76,632,404, of which $76,532,404 was
      deposited into a trust fund and the remaining proceeds are available to be
      used
      to provide for working capital purposes such as business, legal and accounting
      due diligence on prospective business combinations and continuing general and
      administrative expenses. We have also agreed to pay the underwriters a deferred
      non-accountable expense allowance of $1,552,500 upon the consummation of our
      initial business combination.




On
      April 17, 2006, we consummated the sale to Ferris, Baker Watts
      Incorporated, for $100, of an option to purchase up to a total of 700,000 units.
      The units issuable upon exercise of this option are identical to those sold
      in
      our initial public offering except that the warrants included in the units
      have
      an exercise price of $7.50 (125% of the exercise price of the warrants included
      in the units sold in the offering). This option is exercisable at $7.50 per
      unit
      commencing on the later of the consummation of a business combination and
      April 11, 2007, and expiring on April 10, 2010. The purchase option
      was registered under the Securities Act on the same registration statement
      on
      Form S-1 (File No. 333-133197).




The
      shares of common stock issuable upon conversion of the warrants and the
      securities issuable in connection with the purchase option sold to Ferris,
      Baker
      Watts, Incorporated have been registered under the Securities Act on the same
      registration statement on Form S-1 (File No. 333-133197).




For
      a more detailed description of the use of proceeds from our initial public
      offering and private placement, see Part I, Item 2 of this Quarterly
      Report on Form 10-Q.


13




**Item 6.
      Exhibits.**


**Number**
            
            **Description**31.1
            
            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




**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act
      of 1934, the registrant has duly caused this report to be signed on its behalf
      by the undersigned, thereunto duly authorized.


**JK
                ACQUISITION CORP.**Date:
                November 8, 2006
            By:
            /s/James
                P. WilsonJames
                P. Wilson
              *Chairman
                  of the Board of Directors, Chief*
                *Executive
                  Officer and Secretary*
                *(Principal
                  Executive Officer)*
                *(Principal
                  Financial and Accounting Officer)*


15




**INDEX
      TO EXHIBITS**


**Number**
            
            **Description**31.1
            
            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




16