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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 September 30, 2007
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 001-32574
 JK ACQUISITION CORP.
  Delaware
    
    87-0745202(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)4400 Post Oak Parkway, Suite 2530Houston, Texas
    
    77027(Address of principal executive
    
    (Zip Code)offices)
 (713) 978-7557
 þ o
  o o þ
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JK ACQUISITION CORP.
Table of Contents
 PagePART 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
    
    
    11PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    12Item 6. Exhibits
    
    
    12SIGNATURES
    
    
    13INDEX TO EXHIBITS
    
    
    14Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO and CFO Pursuant to Section 906




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PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 JK ACQUISITION CORP.
(A Development Stage Company)
 
 BALANCE SHEETS
 As of September 30, 2007 and December 31, 2006
 (Unaudited)
 September 30,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assets:Cash
    
    $
    90,491
    
    
    $
    220,104Deferred tax asset
    
    
    1,613
    
    
    
    1,613Total current assets
    
    
    92,104
    
    
    
    221,717Trust fund
    
    
    79,721,079
    
    
    
    77,627,249Deferred acquisition costs
    
    
    
    
    
    
    788,234Total Assets
    
    $
    79,813,183
    
    
    $
    78,637,200LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses
    
    $
    584,090
    
    
    $
    299,870Federal income tax payable
    
    
    8,412
    
    
    
    15,640Advances from stockholders
    
    
    500,000
    
    
    
    Derivative liabilities
    
    
    
    
    
    
    15,636,834Total Liabilities
    
    
    1,092,502
    
    
    
    15,952,344Common stock subject to redemption, 2,710,311 shares
    
    
    15,936,244
    
    
    
    15,517,687Stockholders 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 shares issued and
outstanding at September 30, 2007 and December 31, 2006 (including 2,710,311 shares
subject to redemption)
    
    
    1,652
    
    
    
    1,652Paid-in capital
    
    
    60,496,752
    
    
    
    46,747,075Earnings accumulated during the development stage
    
    
    2,286,033
    
    
    
    418,442Total Stockholders Equity
    
    
    62,784,437
    
    
    
    47,167,169Total Liabilities and Stockholders Equity
    
    $
    79,813,183
    
    
    $
    78,637,200
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JK ACQUISITION CORP.
(A Development Stage Company)
 
 STATEMENTS OF OPERATIONS
 Three Months ended September 30, 2007 and 2006,
 Nine Months ended September 30, 2007 and 2006 and
 Period from May 11, 2005 (Inception) to September 30, 2007
 (Unaudited)
 Period fromInception toThree Months Ended September 30,
    
    
    Nine Months Ended September 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    2007Operating Expenses:General & administrative
    
    $
    108,292
    
    
    
    85,268
    
    
    
    345,286
    
    
    
    152,933
    
    
    
    642,738Impairment of deferred transaction costs
    
    
    381,286
    
    
    
    
    
    
    
    1,356,704
    
    
    
    
    
    
    
    1,356,704Operating Loss
    
    
    489,578
    
    
    
    85,268
    
    
    
    1,701,990
    
    
    
    152,933
    
    
    
    1,999,442Other income:Interest income
    
    
    718,800
    
    
    
    725,535
    
    
    
    2,101,058
    
    
    
    1,317,103
    
    
    
    4,095,903Gain (loss) on derivative liabilities
    
    
    
    
    
    
    (548,690
    )
    
    
    1,468,600
    
    
    
    2,046,025
    
    
    
    203,596Total other income
    
    
    718,800
    
    
    
    176,844
    
    
    
    3,569,658
    
    
    
    3,363,128
    
    
    
    4,299,499Net income before income tax expense
    
    
    229,222
    
    
    
    91,576
    
    
    
    1,867,668
    
    
    
    3,210,195
    
    
    
    2,300,057Income tax expense
    
    
    
    
    
    
    34,408
    
    
    
    77
    
    
    
    63,684
    
    
    
    14,024Net income
    
    $
    229,222
    
    
    
    57,168
    
    
    
    1,867,591
    
    
    
    3,146,511
    
    
    
    2,286,033Net income per shareBasic
    
    $
    0.01
    
    
    $
    0.00
    
    
    $
    0.11
    
    
    $
    0.28Diluted
    
    $
    0.01
    
    
    $
    0.00
    
    
    $
    0.09
    
    
    $
    0.25Weighted average number of common
shares outstanding:Basic
    
    
    16,516,667
    
    
    
    16,516,667
    
    
    
    16,516,667
    
    
    
    11,252,259Diluted
    
    
    20,165,053
    
    
    
    18,579,358
    
    
    
    20,019,364
    
    
    
    12,515,352
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JK ACQUISITION CORP.
(A Development Stage Company)
 
 STATEMENTS OF CASH FLOWS
Nine Months ended September 30, 2007 and 2006 and
Period from May 11, 2005 (Inception) to September 30, 2007
(Unaudited)
 Period fromInception toNine Months Ended September 30,
    
    
    September 30,2007
    
    
    2006
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)
    
    $
    1,867,591
    
    
    
    (3,146,511
    )
    
    
    2,286,033Adjustments to reconcile net income (loss) to net cash used
in operating activities:Investment income
    
    
    (2,101,058
    )
    
    
    (1,317,103
    )
    
    
    (4,095,903
    )Gain on derivative liabilities
    
    
    (1,468,600
    )
    
    
    (2,046,025
    )
    
    
    (203,596
    )Impairment of deferred transaction costs
    
    
    1,356,704
    
    
    
    
    
    
    
    1,356,704Change in:Deferred Tax Asset
    
    
    
    
    
    
    
    
    
    
    (1,613
    )Accrued liabilities and accounts payable
    
    
    284,220
    
    
    
    98,285
    
    
    
    584,090Federal income tax payable
    
    
    (7,228
    )
    
    
    
    
    
    
    8,412Net cash used in operating activities
    
    
    (68,371
    )
    
    
    (118,332
    )
    
    
    (65,873
    )CASH FLOWS FROM INVESTING ACTIVITIESDeferred transaction costs
    
    
    (568,470
    )
    
    
    (220,755
    )
    
    
    (1,356,704
    )Payment to trust account
    
    
    
    
    
    
    (76,532,404
    )
    
    
    (76,532,404
    )Disbursements from trust account
    
    
    7,228
    
    
    
    400,000
    
    
    
    907,228Net cash used in investing activities
    
    
    (561,242
    )
    
    
    (76,353,159
    
    
    
    (76,981,880
    )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
    
    
    
    
    
    
    
    
    
    
    31,250Proceeds from sale of underwriter option
    
    
    
    
    
    
    100
    
    
    
    100Proceeds from advances from stockholders
    
    
    500,000
    
    
    
    
    
    
    
    829,000Payments on advances from stockholders
    
    
    
    
    
    
    (329,000
    )
    
    
    (329,000
    )Cash paid for offering costs
    
    
    
    
    
    
    (4,413,991
    )
    
    
    (4,743,110
    )Net cash provided by financing activities
    
    
    500,000
    
    
    
    76,607,113
    
    
    
    77,138,244Net change in cash
    
    
    (129,613
    )
    
    
    135,622
    
    
    
    90,491Cash at beginning of period
    
    
    220,104
    
    
    
    26,137
    
    
    
    Cash at end of period
    
    $
    90,491
    
    
    
    165,759
    
    
    
    90,491Supplemental disclosures:Cash paid for interest
    
    $
    
    
    
    
    
    
    
    
    Cash paid for income taxes
    
    
    7,228
    
    
    
    
    
    
    
    7,228Non-cash transactions:Common stock subject to redemption
    
    $
    15,936,244
    
    
    
    15,417,082
    
    
    
    15,299,099Increase in value of common stock subject to redemption
    
    
    418,556
    
    
    
    117,983
    
    
    
    638,588Inception of warrants accounted for as derivative liabilities
    
    
    
    
    
    
    12,325,805
    
    
    
    15,636,834Elimination of derivatives at fair value  warrants
    
    
    14,168,233
    
    
    
    
    
    
    
    14,168,233
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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
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NOTE 6  STOCK OPTION
  NOTE 7  RELATED PARTY TRANSACTION
  NOTE 8 DEFERRED ACQUISITION COSTS
  NOTE 9 PROPOSED MERGER
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
    
    $20,000,000 cash
    
    21,759,259 shares of JK Acquisition common stock;
    
    28,516,668 contingent warrants (each contingent warrant may be exchanged for one share of JK
Acquisition common stock solely pursuant to the grant of an Contingent 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 $60,000,000.
    
    the cancellation of 2,458,334 shares of JK Acquisition common stock owned by the current
officers and directors of JK Acquisition.
 NOTE 10LIQUIDITY
   NOTE 11  OTHER CONTINGENCIES
 th
 
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
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Developments in Finding a Suitable Business Target
  Settlement Agreement
 
  Agreement and Plan of Merger
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Merger Consideration
  
    
    $20,000,000 in cash;
    
    21,759,259 shares of JK Acquisition common stock (the Parent Shares);
    
    28,516,668 contingent warrants (each contingent warrant may be
exchanged for one share of JK Acquisition common stock solely pursuant
to the grant of an Contingent Award (as defined in the Merger
Agreement) pursuant to the Merger Agreement); and
    
    the assumption of approximately $60,000,000 in Third-Party
Indebtedness, $15,000,000 of which must be repaid at the closing of
the Merger; and
    
    the cancellation of 2,458,334 shares of JK Acquisition common stock
owned by the current officers and directors of JK Acquisition.
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Termination
  
    
    at any time, by mutual written agreement as duly authorized by the Board of Directors of JK
Acquisition and the Board of Managers of Multi-Shot;
    
    by JK Acquisition or Multi-Shot, upon the issuance of any order which is final and nonappealable
that would prevent or prohibit the consummation of the Merger;
    
    by JK Acquisition, if there is a material breach of any representation, warranty or obligation
by Multi-Shot under the Amended Merger Agreement that renders the satisfaction of any condition
to JK Acquisitions obligations impossible and such breach is not waived by JK Acquisition;
    
    by Multi-Shot, if there is a material breach by JK Acquisition of any representation, warranty
or obligation under the Amended Merger Agreement, that renders the satisfaction of any condition
to Multi-Shots obligations impossible and such breach is not waived by Multi-Shot;
    
    by Multi-Shot, if the aggregate liabilities and indebtedness of Parent and MSI exceed $4,202,500;
    
    by JK Acquisition, if Multi-Shots adjusted or updated 2007 Annualized Adjusted EBITDA (as
defined in the Amended Merger Agreement) is less than $29,000,000; or
  Effect of Termination
  
    
    JK Acquisition and MSI are obligated to return all document and work papers obtained from Multi-Shot or the Members;
    
    all filings with any government agencies shall be withdrawn, to the extent practicable;
    
    certain confidentiality obligations will survive closings; and
    
    no party shall be relieved of any liability for willful breach of the Amended Merger Agreement.
 RESULTS OF OPERATIONS
 Comparison of Three Months Ended September 30, 2007 and 2006
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Comparison of Nine Months Ended September 30, 2007 with nine months ended September 30, 2006
  CHANGES IN FINANCIAL CONDITION
 Liquidity and Capital Resources
       10




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Off-Balance Sheet Arrangements
  Contractual Obligations
  
 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.
 th
 Item 1A. Risk Factors
  
 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: November 14, 2007
    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