**UNITED STATES**

**SECURITIES AND EXCHANGECOMMISSION**

**Washington,D.C. 20549**

**FORM10-QSB**

| **(Mark One)**                                     |
|----------------------------------------------------|
| ** **                                         |
| **x**                                              | **QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE ACT OF 1934** |
| ** **                                         |
| **For the  quarterly period ended March 31, 2007** |
| ** **                                         |
| **o**                                              | **TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF  THE EXCHANGE ACT** |

 

**For thetransition period from                 to                 **

**Commissionfile number 000-52479**

| **JC ACQUISITION CORP.**                                                               |
|----------------------------------------------------------------------------------------|
| (Exact name of  small business  issuer as specified in its charter)                    |
|                                                                                   |   |   |
| **Delaware**                                                                           | ** ** | **20-8308283** |
| (State or other  jurisdiction of  incorporation or organization)                       |   | (I.R.S. employer  identification number) |
|                                                                                   |   |   |
| **c/o Jay  Chernikoff  10115 East Bell Road  Suite 107-126  Scottsdale, Arizona**      |   | ** **

** **

** **

**85260** |
| (Address of  principal executive  offices)                                             |   | (Zip Code) |
|                                                                                   |
| Issuer’s  telephone number, including  area code: **(310) 622-4519**              |
|                                                                                   |
| **No  change**                                                                         |
| (Former name,  former address and  former  fiscal year, if changed since last  report) |

 

Check whether theissuer (1) filed all reports required to be filed by Section 13 or 15(d) of theExchange Act during the past 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes  x  No  o.

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes  x  No  o.

State the numberof shares outstanding of each of the issuer’s classes of common equity, as ofthe latest practicable date: 1,000,000 shares of Common Stock, par value $.0001per share, outstanding as of May 14, 2007.

Transitional SmallBusiness Disclosure Format (Check one): Yes  o  No 

 

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****JC ACQUISITION CORP.****

****- INDEX -****
|                                                                                                                                                                                     |   | Page   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
| ******PART I- FINANCIAL INFORMATION:******                                                                                                                                          |   |   |
|                                                                                                                                                                                |   |   |
| Item 1. Condensed Financial Statements:                                                                                                                                             |   |   |
|                                                                                                                                                                                |   |   |
| Condensed Balance Sheet - March 31, 2007 (unaudited)                                                                                                                                |   | 1      |
|                                                                                                                                                                                |   |   |
| Condensed Statements of Operations for the cumulative  period during the development stage January 17, 2007 (inception) to March 31,  2007 (unaudited)                              |   | 2      |
|                                                                                                                                                                                |   |   |
| Condensed Statement of Changes in Stockholder’s  Deficiency for the cumulative period during the development stage January 17,  2007 (inception) to March 31, 2007 (unaudited) |   | 3      |
|                                                                                                                                                                                |   |   |
| Condensed Statements of Cash Flows for the cumulative  period during the development stage January 17, 2007 (inception) to March 31,  2007 (unaudited)                              |   | 4      |
|                                                                                                                                                                                |   |   |
| Notes to  the Condensed Financial Statements (unaudited)                                                                                                                            |   | 5      |
|                                                                                                                                                                                |   |   |
| Item 2. Management’s Discussion and Analysis or Plan  of Operation                                                                                                             |   | 8      |
|                                                                                                                                                                                |   |   |
| Item 3. Controls and Procedures                                                                                                                                                     |   | 10     |
|                                                                                                                                                                                |   |   |
| ******PART II - OTHER INFORMATION:******                                                                                                                                            |   |   |
|                                                                                                                                                                                |   |   |
| Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                |   | 10     |
|                                                                                                                                                                                |   |   |
| Item 6. Exhibits                                                                                                                                                                    |   | 10     |
|                                                                                                                                                                                |   |   |
| Signatures                                                                                                                                                                          |   | 11     |

 

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**PART I - FINANCIAL INFORMATION**

**Item 1.Condensed Financial Statements.**

**JCACQUISITION CORP.**(**A Development Stage Company)*******Condensed **Balance Sheet(Unaudited)*****
| ** **                                                                                               | ** ** | **March 31, 2007** | ** ** |
|----------------------------------------------------------------------------------------------------------|------------|------------------------------|------------|
| **CURRENT ASSETS:**                                                                                      | ** ** | ** **                   | ** ** |
| ** **                                                                                               | ** ** | ** **                   | ** ** |
| Cash                                                                                                     |       | $                            | 25,000     |   |
|                                                                                                     |       |                         |       |
| **TOTAL CURRENT ASSETS**                                                                                 |       | $                            | 25,000     |   |
| ** **                                                                                               | ** ** | ** **                   | ** ** |
| **CURRENT LIABILITIES:**                                                                                 |       |                         |       |
| ** **                                                                                               | ** ** | ** **                   | ** ** |
| Accounts payable                                                                                         |       | $                            | 28,787     |   |
|                                                                                                     |       |                         |       |
| Accrued Interest                                                                                         |       | 208                          |       |
|                                                                                                     |       |                         |       |
| Loan payable to  stockholder                                                                             |       | 24,900                       |       |
|                                                                                                     |       |                         |       |
| **TOTAL CURRENT LIABILITIES**                                                                            |       | 53,895                       |       |
| ** **                                                                                               | ** ** | ** **                   | ** ** |
| **STOCKHOLDER’S DEFICIENCY :**                                                                      | ** ** | ** **                   | ** ** |
| ** **                                                                                               | ** ** | ** **                   | ** ** |
| Preferred stock, $.0001  par value; 10,000,000 shares authorized; none issued and outstanding            |       | —                       |       |
|                                                                                                     |       |                         |       |
| Common stock, $.0001  par value; 100,000,000 shares authorized; 1,000,000 shares issued and  outstanding |       | 100                          |       |
|                                                                                                     |       |                         |       |
| Deficit accumulated  during the development stage                                                        |       | (28,995                      | )          |
|                                                                                                     |       |                         |       |
| **TOTAL STOCKHOLDER’S DEFICIENCY**                                                                  |       | (28,895                      | )          |
| ** **                                                                                               | ** ** | ** **                   | ** ** |
| **TOTAL LIABILITIES AND  STOCKHOLDER’S DEFICIENCY**                                                 |       | $                            | 25,000     |   |

 

See accompanying notes tocondensed financial statements.

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**JC ACQUISITION CORP.****(**ADevelopment Stage Company)***Condensed **Statementsof Operations (Unaudited)***** 
| ** **                                                                  | ** ** | **Cumulative  Period from  January 17,  2007  (Inception)  Through  March 31,  2007** | ** ** |
|-----------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------|------------|
| **REVENUE**                                                                 |       | $                                                                                                    | —     |   |
| General and  administrative expenses                                        |       | (28,787                                                                                              | )          |
| Interest Expense                                                            |       | (208                                                                                                 | )          |
| **NET  LOSS**                                                               |       | $                                                                                                    | (28,995    | ) |
| **BASIC  AND DILUTED NET LOSS PER SHARE**                                   |       | $                                                                                                    | (0.03      | ) |
| **WEIGHTED AVERAGE NUMBER OF  COMMON SHARES OUTSTANDING BASIC AND DILUTED** |       | 1,000,000                                                                                            |       |

 

See accompanyingnotes to condensed financial statements.

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**JCACQUISITION CORP.****(**ADevelopment Stage Company)***Condensed **Statementof Changes in Stockholder’sDeficiency*****

***CumulativePeriod from January 17, 2007 (inception) through March 31, 2007 (unaudited)***
| ** **                                 | ** ** | **Preferred Stock** | ** ** | **Common Stock** | ** ** | **Deficit  Accumulated  During the  Development** | ** ** | **Total  Stockholder’s** | ** ** |
|--------------------------------------------|------------|--------------------------|------------|-----------------------|------------|--------------------------------------------------------|------------|-------------------------------|------------|
| ** **                                 | ** ** | **Shares**               | ** ** | **Amount**            | ** ** | **Shares**                                             | ** ** | **Amount**                    | ** ** | **Stage** | ** ** | **Deficiency** | ** ** |
| ** **                                 |       |                     |       |                  |       |                                                   |       |                          |       |   |   |   |   |
| **Balance  -**                             |       |                     |       |                  |       |                                                   |       |                          |       |   |   |   |   |
| January  18, 2007 Issuance of common stock |       | —                   |       | $                     | —     |                                                   | 1,000,000  |                          | $          | 100 |   | $ | — |   | $ | 100 |   |
| Net loss                                   |       | —                   |       | —                |       | —                                                 |       | —                        |       | (28,995 | ) | (28,995 | ) |
|                                       |       |                     |       |                  |       |                                                   |       |                          |       |   |   |   |   |
| **Balance-**                               |       |                     |       |                  |       |                                                   |       |                          |       |   |   |   |   |
| March 31, 2006 (unaudited)                 |       | —                   |       | $                     | —     |                                                   | 1,000,000  |                          | $          | 100 |   | $ | (28,995 | ) | $ | (28,895 | ) |

 

See accompanyingnotes to condensed financial statements.

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**JC ACQUISITION CORP.****(**ADevelopment Stage Company)***Condensed **Statementsof Cash Flows (Unaudited)***** 
| ** **                                                                   | ** ** | **Cumulative  Period  from**

**January 17,  2007  (Inception)  Through**

**March 31,  2007** | ** ** |
|------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------|------------|
|                                                                         |       |                                                                                                     |       |
| **CASH  FLOWS FROM OPERATING ACTIVITIES**                                    |       |                                                                                                     |       |
| Net loss                                                                     |       | $                                                                                                        | (28,995    | ) |
| Adjustments to  reconcile net loss to net cash used in operating activities: |       |                                                                                                     |       |
| Increase in  accounts payable                                                |       | 28,787                                                                                                   |       |
| Increase in  accrued interest                                                |       | 208                                                                                                      |       |
| **Net  cash used in operating activities**                                   |       | —                                                                                                   |       |
| ** **                                                                   |       |                                                                                                     |       |
| **CASH  FLOWS FROM FINANCING ACTIVITIES**                                    |       |                                                                                                     |       |
| Proceeds from  issuance of common stock                                      |       | 100                                                                                                      |       |
| Proceeds from  loan payable to stockholder                                   |       | 24,900                                                                                                   |       |
| **Net  cash provided by financing activities**                               |       | 25,000                                                                                                   |       |
| ** **                                                                   |       |                                                                                                     |       |
| **NET  INCREASE IN CASH**                                                    |       | 25,000                                                                                                   |       |
|                                                                         |       |                                                                                                     |       |
| Cash at beginning  of period                                                 |       | —                                                                                                   |       |
|                                                                         |       |                                                                                                     |       |
| **CASH AT END OF PERIOD**                                                    |       | $                                                                                                        | 25,000     |   |

 

See accompanyingnotes to condensed financial statements.

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**JC ACQUISITION CORP.**

****A Development Stage Company****

****Notesto the Condensed Financial Statements*********March31, 2007 (unaudited)*****

1 -        Development Stage Company

JC Acquisition Corp., adevelopment stage company (the “Company”), was incorporated in the State ofDelaware on January 17, 2007 and maintains principal offices in Scottsdale,AZ.  Since inception, the Company hasbeen engaged in organizational efforts and obtaining initial financing. TheCompany was formed as a vehicle to pursue a business combination.

GOING CONERN

The accompanyingcondensed financial statements have been prepared in conformity with accountingprinciples generally accepted in the United States of America, whichcontemplates continuation of the Company as a going concern.  The Company had a net loss of $28,995 duringthe period from inception (January 17, 2007) through March 31, 2007, and had aworking capital deficiency of $28,895 and stockholder’s deficiency of $28,895at March 31, 2007. These factors raise substantial doubt about the Company’sability to continue as a going concern. The condensed financial statements donot include any adjustments relating to the recoverability and classificationof recorded asset amounts, or amounts and classification of liabilities thatmight result from this uncertainty.

The Company does notcurrently engage in any business activities that provide cash flow. The costsof investigating and analyzing business combinations for the next 12 months andbeyond such time will be paid with money in our treasury or with additionalamounts, as necessary, to be loaned to or invested in us by our stockholders,management or other investors. 

2 -        Basis of Presentation for InterimFinancial Statements

The accompanyingcondensed financial statements have been prepared in accordance with accountingprinciples generally accepted for interim financial statements presentation andin accordance with the instructions to Regulation SB. Accordingly, they do notinclude all of the information and footnotes required by accounting principlesgenerally accepted in the United States of America for complete financialstatement presentation. In the opinion of management, all adjustments for afair statement of the results of operations and financial position for theinterim period presented have been included. All such adjustments are of anormal recurring nature.

3 -        Summary of Significant AccountingPolicies

***Use of Estimates:***

The preparation offinancial statements in conformity with accounting principles generallyaccepted in the United States of America requires management to make estimatesand assumptions that affect certain reported amounts of assets and liabilitiesand disclosure of contingent assets and liabilities at the date of the balancesheet and reported amounts of assets and liabilities, revenues and expensesduring the reporting period. Accordingly, actual results could differ fromthose estimates.

***Cash Equivalents:***

The Company considershighly liquid financial instruments purchased with a maturity of three monthsor less to be cash equivalents. There are no cash equivalents at the balancesheet date.

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***Income Taxes:***

The Company uses theasset and liability method of accounting for income taxes. Deferred incometaxes are recognized based on the differences between financial statement andincome tax valuations of assets and liabilities using applicable tax rates forthe year in which the differences are expected to reverse. Valuation allowancesare established, when necessary, to reduce deferred tax asset amounts to theamount expected to be realized. The provision for income taxes represents thetax payable (or benefit) for the period and the change in deferred tax assetsand liabilities during the year.

***Loss per Common Share:***

The Company computesearnings (loss) per common share under Statement of Financial AccountingStandards No. 128, “Earnings per Share” (SFAS No. 128), which requirespresentation of Basic and Diluted earnings (loss) per share. Basic earnings(loss) per share is computed by dividing income (loss) available to commonstockholders by the weighted average number of common shares outstanding forthe period. Diluted earnings (loss) per share reflects the potential dilutionof securities that could share in the earnings of an entity, such as stockoptions, warrants or convertible debentures, unless antidilutive.  At March 31, 2007, the Company had nopotentially dilutive securities.

***Fair Value of Financial Instruments:***

Statement of FinancialAccounting Standards No. 107, “Disclosures About Fair Value of FinancialInstruments,” requires disclosure of the fair value of certain financialinstruments. Accounts payable as reflected in the financial statements approximatesfair value because of the short-term maturity of this instrument. The estimatedfair value of due to stockholder is based on borrowing rates currentlyavailable to the Company for loans with similar terms and maturities.

***Adoption of New Accounting Policy:***

EffectiveJanuary 1, 2007, the Company adopted Financial Accounting Standards BoardInterpretation No. 48, “Accountingfor Uncertainty in Income Taxes (“FIN 48”) **—****an interpretation of FASB Statement No. 109, Accounting for IncomeTaxes***.”* The Interpretationaddresses the determination of whether tax benefits claimed or expected to beclaimed on a tax return should be recorded in the financial statements. UnderFIN 48, the Company may recognize the tax benefit from an uncertain taxposition only if it is more likely than not that the tax position will besustained on examination by the taxing authorities, based on the technicalmerits of the position. The tax benefits recognized in the financial statementsfrom such a position should be measured based on the largest benefit that has agreater than fifty percent likelihood of being realized upon ultimatesettlement. FIN 48 also provides guidance on derecognition, classification,interest and penalties on income taxes, accounting in interim periods andrequires increased disclosures. At the date of adoption, and as of March 31,2007, the Company does not have a liability for unrecognized tax benefits.

The Company will file income tax returns in the U.S.federal jurisdiction and various states beginning in 2007.

The Company’s policy is to record interest andpenalties on uncertain tax provisions as income tax expense. As ofMarch 31, 2007, the Company has no accrued interest or penalties relatedto uncertain tax positions.

***Recent Accounting Pronouncements:***

InFebruary 2007, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 159, “The Fair ValueOption for Financial Assets and Financial Liabilities  — Including an amendment of FASB StatementNo. 115” (“FAS 159”). * *FAS 159,which becomes effective for the Company on January 1, 2008, permitscompanies to choose to measure many financial instruments and certain otheritems at fair value and report unrealized gains and losses in earnings. Suchaccounting is optional and is

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generallyto be applied instrument by instrument. The Company does not anticipate thatelection, if any, of this fair-value option will have a material effect on itsresults of operations, financial position or cash flows.

InSeptember 2006, the FASB issued FAS No. 157 (“FAS 157”), “FairValue Measurements,” which establishes a framework for measuring fair value inaccordance with GAAP and expands disclosures about fair valuemeasurements.  FAS 157 does not requireany new fair value measurements but rather eliminates inconsistencies inguidance found in various prior accounting pronouncements. FAS 157 is effectivefor fiscal years beginning after November 15, 2007. The Company iscurrently evaluating the impact this standard will have on its results ofoperations, financial position or cash flows.

4 -        Loan Payable to Stockholder

On January 30, 2007, theCompany received a $24,900 loan from Jay Chernikoff, its sole stockholder.  Interest will accrue at a rate of 5.0% perannum until the earlier of the completion of a merger or December 31,2008.  The loan is unsecured and payableon demand.  At March 31, 2007, theCompany was indebted to Mr. Chernikoff on this note in the amount of $25,108,including accrued interest.

5 -        CommonStock

On January 18,2007, the Company sold one million (1,000,000) shares of common stock to oneinvestor for consideration of $100.

6 -        PreferredStock

The Company hasthe authority to issue up to ten million (10,000,000) shares of preferredstock, par value $.0001 per share. Each series shall consist of such number ofshares and have such distinctive designation

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or title as shallbe fixed by resolutions of the Board of Directors. There are no shares ofpreferred stock issued and outstanding.

**Item 2. Management’s Discussion and Analysis orPlan of Operation.**

Plan of Operation

The Company has notrealized any revenues from operations since inception, and its plan ofoperation for the next twelve months shall be to locate a suitable acquisitionor merger candidate and consummate a business combination. The Company may needadditional cash advances from stockholders to pay for operating expenses untilthe Company consummates the merger with a privately-held company. Although it is currently anticipated that the Company can satisfy its cashrequirements with additional cash advances, if needed, for at least the nexttwelve months, the Company can provide no assurance that it can continue tosatisfy its cash requirements for such period.

Results of Operations

The Company has notconducted any active operations since inception, except for its efforts tolocate suitable acquisition or merger transactions. No revenue has beengenerated by the Company during such period, and it is unlikely the Companywill have any revenues unless it is able to consummate or effect an acquisitionof, or merger with, an operating company, of which there can be no assurance.

Liquidity and CapitalResources

On January 30, 2007, theCompany received a $24,900 loan from Jay Chernikoff.  Interest will accrue at a rate of 5.0% perannum until the earlier of the completion of a merger or December 31,2008.  The loan is unsecured and payableon demand.  At March 31, 2007, theCompany was indebted to Mr. Chernikoff in the amount of $25,108, includingaccrued interest.

At March 31, 2007, theCompany had cash of $25,000 resulting from the proceeds of the loan from Mr.Chernikoff and the sale of 1,000,000 shares of Common Stock to Mr. Chernikofffor cash consideration of $100.  Therecan be no assurance that additional financing will be available to the Companywhen and if it is needed, or that if available, that it will be available onterms acceptable to the Company.

Going Concern

The accompanying condensedfinancial statements have been prepared in conformity with accountingprinciples generally accepted in the United States of America, whichcontemplates continuation of the Company as a going concern.  The Company had a net loss of $28,995 duringthe period from inception (January 17, 2007) through March 31, 2007, and had aworking capital deficiency of $28,895 and stockholder’s deficiency of $28,895at March 31, 2007. These factors raise substantial doubt about the Company’sability to continue as a going concern. The condensed financial statements donot include any adjustments relating to the recoverability and classificationof recorded asset amounts, or amounts and classification of liabilities thatmight result from this uncertainty.

The Company does notcurrently engage in any business activities that provide cash flow. The costsof investigating and analyzing business combinations for the next 12 months andbeyond such time will be paid with money in our treasury or with additionalamounts, as necessary, to be loaned to or invested in us by our stockholders,management or other investors.

Adoption of New Accounting Policy

EffectiveJanuary 1, 2007, the Company adopted FIN 48, “Accounting for Uncertaintyin Income Taxes” **—****an interpretation of FASB Statement No. 109, “Accounting for IncomeTaxes***.*” TheInterpretation addresses the determination of whether tax benefits

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claimed orexpected to be claimed on a tax return should be recorded in the financialstatements. Under FIN 48, the Company may recognize the tax benefit from anuncertain tax position only if it is more likely than not that the tax positionwill be sustained on examination by the taxing authorities, based on thetechnical merits of the position. The tax benefits recognized in the financialstatements from such a position should be measured based on the largest benefitthat has a greater than fifty percent likelihood of being realized uponultimate settlement. FIN 48 also provides guidance on derecognition,classification, interest and penalties on income taxes, accounting in interimperiods and requires increased disclosures. At the date of adoption, and as ofMarch 31, 2007, the Company does not have a liability for unrecognized taxbenefits.

The Company will file income tax returns in the U.S.federal jurisdiction and various states beginning in 2007.

The Company’s policy is to record interest andpenalties on uncertain tax provisions as income tax expense. As ofMarch 31, 2007, the Company has no accrued interest or penalties relatedto uncertain tax positions.

Recent Accounting Pronouncements

InFebruary 2007, the FASB issued FAS159. * *FAS 159,which becomes effective for the Company on January 1, 2008, permitscompanies to choose to measure many financial instruments and certain otheritems at fair value and report unrealized gains and losses in earnings. Suchaccounting is optional and is generally to be applied instrument by instrument.The Company does not anticipate that election, if any, of this fair-valueoption will have a material effect on its results of operations, financialposition or cash flows.

InSeptember 2006, the FASB issued FAS 157, “Fair Value Measurements,”which establishes a framework for measuring fair value in accordance with GAAPand expands disclosures about fair value measurements.  FAS 157 does not require any new fair valuemeasurements but rather eliminates inconsistencies in guidance found in variousprior accounting pronouncements. FAS 157 is effective for fiscal yearsbeginning after November 15, 2007. The Company is currently evaluating theimpact this standard will have on its (consolidated)**financialcondition, results of operations, cash flows or disclosures.

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**Item 3.Controls and Procedures.**

Evaluation of disclosurecontrols and procedures

The Company maintainsdisclosure controls and procedures that are designed to ensure that informationrequired to be disclosed in our reports filed pursuant to the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed,summarized and reported within the time periods specified in the Securities andExchange Commission’s rules, regulations and related forms, and that suchinformation is accumulated and communicated to the principal executive officerand principal financial officer, as appropriate, to allow timely decisionsregarding required disclosure.

As of March 31, 2007, theCompany carried out an evaluation, under the supervision of the Company’sprincipal executive officer and principal financial officer, of theeffectiveness of the design and operation of the Company’s disclosure controlsand procedures. Based on this evaluation, the Company’s principal executiveofficer and principal financial officer concluded that the Company’s disclosurecontrols and procedures were effective.

Changes in internalcontrols

During the period endedMarch 31, 2007, there has been no change in internal control over financialreporting that has materially affected, or is reasonably likely to materiallyaffect our internal control over financial reporting.

**PART II — OTHER INFORMATION**

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

OnJanuary 18, 2007, the Company issued 1,000,000 shares of Common Stock to JayChernikoff, the sole officer and director of the Company, for aggregate cashconsideration of $100.  The Company sold these shares of Common Stockunder the exemption from registration provided by Section 4(2) of theSecurities Act of 1933, as amended (the “Securities Act”).

Nosecurities have been issued for services. Neither the Company nor any personacting on its behalf offered or sold the securities by means of any form ofgeneral solicitation or general advertising.  No services were performedby any purchaser as consideration for the shares issued.

Allpurchasers represented in writing that they acquired the securities for theirown accounts.  A legend was placed on the stock certificates stating thatthe securities have not been registered under the Securities Act and cannot besold or otherwise transferred without an effective registration or an exemptiontherefrom, but may not be sold pursuant to the exemptions provided by Section4(1) of the Securities Act or Rule 144 under the Securities Act, in accordancewith the letter from Richard K. Wulff, Chief of the Office of Small BusinessPolicy of the Securities and Exchange Commission’s Division of CorporationFinance, to Ken Worm of NASD Regulation, Inc., dated January 21, 2000.

**Item 6.Exhibits.**
| Exhibit No. | ** ** | **Description**                                                                                                                                                                                                                                                           |
|-------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |       |                                                                                                                                                                                                                                                                      |
| 31.1        |       | Certification of the Company’s Principal Executive  Officer and Principal Financial Officer pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report  on Form 10-QSB for the quarter ended March 31, 2007. |
|        |       |                                                                                                                                                                                                                                                                      |
| 32.1        |       | Certification of the Company’s 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**

In accordance with therequirements of the Exchange Act, the registrant caused the report to be signedon its behalf by the undersigned, thereunto duly authorized.
| Dated:  May 15,  2007 | JC ACQUISITION CORP. |
|---------------------------------|----------------------|
|                            |                 |   |
|                            |                 |   |
|                            | By:                  | /s/ Jay Chernikoff |   |
|                            |                 | Jay Chernikoff  President and Chief Executive Officer |

 

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